


Love in Hopeless Places

by eri_quin



Category: Ultimate Spider-Man (Cartoon)
Genre: Age Difference, Alternate Universe - Always a Different Sex, Alternate Universe - Gender Changes, F/M, Genderbending, Multi, Rare Pairings, Rule 63
Language: English
Status: In-Progress
Published: 2016-05-19
Updated: 2017-03-26
Packaged: 2018-06-09 08:54:40
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 25
Words: 60,667
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/6899449
Author URL: https://archiveofourown.org/users/eri_quin/pseuds/eri_quin
Summary: <blockquote class="userstuff">
              <p>Penelope Parker had a habit of picking up strays and attracting the wrong kind of men. But that was also part of her charm. The problem was how it causes her problems and creates too many webs that weave around her.</p><p>One-shots, multi-chapter of fem!Peter and strange pairings.<br/>Main guys: Flint Marko/Sandman, Kraven the Hunter, Dr. Connors, and Norman Osborn.</p>
            </blockquote>





	1. Phases

** **

 

 **Order of chapters** : I went ahead and made a sort of list for myself to see the order of the chapters will come up. As noted, the four main guys are main, so they heavily feature. Requested and non-main guys show up having a chapter for themselves 3-4 group of chapters per 'phase' (like the Marvel movies, lol). This is what I have for now, and afterwards I will come up with more for probably the main guys and sometimes whatever of the other guys if an idea strikes (though Harry, Flash, Tony, and Steve will probably pop up more often).

**Phase 1:**

  * _**Flint Marko (Sandman) I**_
  * _**Amadeus Cho POV Special**_
  * _**Steve Rogers I**_
  * _**Tony Stark I**_
  * _**Reed Richards I**_
  * _**Norman Osborn**_
  * _**Dr. Curt Connors**_
  * _**Kraven the Hunter I**_



**Phase 2:**

  * _**Flint Marko II**_
  * _**The Collector (Taneleer Tivan)**_
  * _**Harry Osborn**_
  * _**Flash Thompson**_
  * _**Kraven the Hunter II**_
  * **_Norman Osborn I_**
  * _**Dr. Curt Connors**_



_**Interlude: Dr. Curt Connors, Flint Marko, Norman Osborn, Kraven the Hunter** _

**Phase 3:**

  * _**Miles Morales**_
  * _**Steve Rogers II**_
  * _**Tony Stark II**_
  * _**Reed Richards II**_
  * **_Flint Marko_**
  * _**Dr. Curt Connors**_
  * _**Kraven the Hunter III**_
  * _**Norman Osborn II**_



**Phase 4:**

  * Vulture (Adrian Toomes)
  * Scarlet Spider
  * Triton
  * Flint Marko
  * Kraven the Hunter IV
  * Norman Osborn
  * Dr. Curt Connors



**Phase 5:**

  * Ka-Zar
  * Wolverine
  * Dr. Stephen Strange 
  * Deadpool (Wade Wilson)
  * Norman Osborn
  * Dr. Curt Connors
  * Kraven the Hunter
  * Flint Marko



**Phase 6:**

  * Kraven the Hunter V
  * Flint Marko
  * Miguel O'Hara (2099)
  * Spider-Noir
  * Norman Osborn
  * Dr. Curt Connors
  * Luke Cage 



**Phase 7:**

  * Thor
  * Hulk/Bruce Banner
  * Loki
  * Johnny Storm
  * Victor von Doom I
  * Victor von Doom II



**Special:**

  * 1 - 3/4




	2. Second Chances

**Summary for the Chapter:**

> Flint Marko just wanted a second chance. He screwed up before, but he won't this time.

" _Hey, we're just here to…chill. Alright? I told Fury I'd take you out tonight to just chill. Kinda like a date, yeah?"_

" _Like a…date?"_

" _Haha, yeah! I guess so. Come on, Flint. Let's go!"_

Penelope "Penny" Parker was the kind of girl that tried to be confident and sure of things, even when she wasn't. So she wasn't sure what to make of Flint Marko standing nervously in front of her, which made her a little nervous and off balance herself. The man had come over from the side of the Triskelion that he had been ruminating at ever since she and Amadeus had broken him out of the prison Doc Ock had kept him in, and it was sort of the first time she had seen him here.

She was glad that he finally decided to leave his little "sandy" area and come on over to the Triskelion, which hopefully meant he was ready to join them.

"Hey, Flint –are you going to, um, join us?" she tried not to sound too hopeful, but ever since he'd hinted he wouldn't mind joining them after having some time alone to himself, she'd been anticipating his presence.

"Yeah, yeah," he said distractedly, running a hand through his short brown hair and making Penny wonder if joining wasn't his main purpose in being there, then what was? She watched him take a deep breath, once again noting to herself how strangely human he was in his organic form.

"I owe you a date."

Her brain kind of screeched to a halt then and she just stared at him dumbly.

"Pardon, what was that again?" she said, not sure of what she heard.

Flint coughed, a light red dusting his cheeks. "I said 'I owe you a date.'"

"I thought that was what you said," Penny stopped herself from wincing. "But _why_ are you saying that is what I want to know."

He sighed. "Back then? When you were trying to help me out? You wanted us to just…'chill' together. Like a date. I ruined it and mucked things up when I went after Batroc and then basically freaked out and went on a rampage. So…I owe you a date for messing that one up."

Oh. Penny recalled what he was talking about. When he first tried going straight and wanting to help out –after the whole thing with Swarm, Nova had told her to help Flint be a man first before helping him be Sandman. So she'd ended up okaying with Fury on taking Flint out for a night in the city to just hang out, and she'd ended up with making that comment about it being like a date.

She hadn't known he'd taken that so literally though.

"You really don't have to," she tried to reassure him, hearing panicking monkey noises in the background. Why was her head so weird?

Flint chewed on his lower lip, but ended up shaking his head after a moment.

"You took a chance on me, even then. I screwed it up. I just…I just want to make it up to you," he told her sincerely, and well she was always a sucker for guys acting all soft.

Aw man. She really needed to get it together!

"Alright," she finally agreed. "Tonight?"

"Tonight," Flint nodded with an easy grin on his face. "I'll see you in front of the Triskelion at 8."

"You leaving already?" she raised her eyebrows playfully at him, startling him as he was leaving. He turned back to her, looking at her hesitantly. "How about I give you a tour? Let you see the Academy and what you've got to work with, and see SHIELD from the 'inside' as a hero than 'outside' as a prisoner?"

"Well…beats the hourglass prison," Flint shuffled his feet, before jerking his head into a nod and coming back to her side.

She gave him a bright grin. "Great to have you onboard, Flint! Really."

Maybe this time she won't screw up and make him go back to being an angry Sandman.

* * *

_He really needed to get a hold on himself. He_ _**had** _ _Swarm. He had him and then he got angry. Spidergirl had said she_ _**trusted** _ _him and then he went around and got crazy on her. Damn it, he thought he could do this. He really did. Maybe he wasn't cut out to be a hero…_

" _Hey!"_

_There was Spidergirl now, and even with the mask he could feel her grinning at him._

" _Hey," he greeted back despondently._

" _Come on," Spidergirl grabbed him and started to hustle him out of the lab. "We're going out!"_

_Bewildered and not sure what was going on (he couldn't even believe that he was able to go out again), he kept quiet and followed Spidergirl out of there. Once outside, she took a hold of him and then shot web out of her web shooters and had grabbed a hold of him. It wasn't long until they were swinging in the air and Flint could feel the air rushing passed him. He basked in the feeling in amazement, and inwardly could understand why Spidergirl enjoyed swinging and traveling through New York City this way._

_At the roof of a building, Spidergirl set down and sat on the roof's edge nimbly._

" _Alright, partner!" she chirped up cheerily. "How're ya feeling?"_

" _Good, I guess," he shrugged slightly. "I can't believe Fury let you take me out again for another mission."_

" _Ah, actually…" she started, catching his attention and making him look at her curiously. "Hey, we're just here to…chill. Alright? I told Fury I'd take you out tonight to just chill. Kinda like a date, yeah?"_

" _Like a…date?" he ended up repeating, staring at her._

" _Haha, yeah! I guess so. Come on, Flint. Let's go!"_

_He felt himself become really excited and eager to go with her. It had been so long since he had been in someone else's company just to have fun, to hang out. And there was also lingering memories of being isolated on that island all alone…_

_That she wanted to hang out with him, to have fun and be in his presence…to even, somewhat, be on a date with him…It was more than he could ask of from her._

" _Do you –do you like baseball?" he asked breathlessly._

_And then Batroc the Leaper appeared, and he had no idea how such an idiot was going to ruin his night and end up wrecking what had looked like a promising time with Spidergirl._

_If it hadn't been for him and Jonah Jameson, Flint was sure that he would've had his first real date._

That night had been seared into Flint's mind, ever since he'd lost it and ended up being in SHIELD's custody again and locked up and losing what trust he'd had from them and Penny. It was as if he'd had hope and could see a glimpse of a good future ahead of him, right before it had all been snatched away from him because he lost control again and had to be put away.

And what probably was the worst of it was that, for a moment, he had Penny all to himself and willing to spend the entire night just with him. For once he had someone wanting and willing to be around him, and it wasn't just anyone –it was Penelope Parker, or as he'd only known her then, Spidergirl.

The lost opportunity and the lost moments ( _what if what if what if_ ) haunted him for a long time after that, and in his hourglass prison, he would console himself with imaginary revisits to that night and pretend that he had never stupidly gone after Batroc and had stayed by Penny's side instead.

Sometimes he would think of them having gone to a baseball game, like he had originally started to suggest to her. Sometimes bowling came up, or maybe they'd go out to Coney Island and have some corn dogs and cotton candy while they joked around. She liked to joke around a lot, he knew, and he would think of that as he pretended they'd gone there that night.

To be honest, no one really wanted to be around him even before he became mutated, especially any women, so that this one time with a girl like Penny had really hit him hard and stuck to him. Especially that he couldn't believe a nice, sweet girl like Penny would have given him a chance, even if only about redeeming himself and trying to be a good guy and hero. And even if she would have given him a chance in _that_ way ( _"Kinda like a date, yeah?"_ ), that would have been even harder to believe. Girls like her don't go with guys like him.

But she believes in him and he didn't want to waste that like he had before, because no one else had ever believed in him.

He'd been hopeless for a long time, even before he became Sandman. He had hope now and he wasn't going to let go of it anytime soon.

"Hey, Flint! I'm here," Penny said from behind him and he nervously turned to face her, breath taken away at the sight of her in a dark blue dress that reached to her knees. She winked at him. "I figure I can get away with a dress tonight and leave the uniform behind. 'Sides, the others said they had things handled and will call if they run across something they need help with. Ready to go?"

"Yes," he automatically said, still admiring her. He held out his hand and (something he still couldn't get over) she didn't hesitate in reaching out and grabbing his.

He led her out of the Triskelion and wondered if maybe transforming into his sand form would get rid of the rapid heartbeat and sweaty palms, because he was sure that she could hear it and feel his hands.

"Where are we going?" Penny asked curiously and he almost blurted it out.

Instead, he calmed himself down and gave her a small smirk. "It's a secret."

She pouted at him. "Aw, that's no fair, Flint. Not even a hint? Just an itsy bitsy tiny one?"

That made him laugh. "Nope."

Penny huffed, but didn't look all that really aggrieved. "Well, how are we going to get there?"

He…hadn't thought of that. "I can't drive," he looked at her hesitantly. "Don't even have a Driver's License."

Penny grinned widely in amusement. "Don't look at me! There's a reason I prefer to swing around on my webbing. I don't have a license and I don't know how to drive either."

He was grinning back at that. "We're a pair, huh? I guess…bus?"

"Bus it is! Oooooorrr you can just tell me where it is and I'll swing us there –"

"It's a secret," he persisted and she sighed dramatically.

"Fine, fine! But if you're planning a sandy night at the beach, Sandman, then you could have at least let me bring along a swimsuit just in case."

"Har, har."

It really did feel like he had a lifetime of regrets (regrets he wanted to make up for). But that one night wasn't a regret he wanted to repeat, and he hoped and wished that this time he would make it an unforgettable night for Penelope Parker, who had only always tried to give him the benefit of the doubt and stood by him when no one else was willing to.

"Thanks, Penny," he squeezed her hand, focusing ahead and where the bus was just pulling into the sidewalk.

"For what?" she looked at him quizzically, unheeding to the fact she had done so much for him.

"For everything."

Started 4/26/16 – Completed 4/27/16


	3. Strange Magnetism

**Summary for the Chapter:**

> Amadeus couldn't help noticing that Penny had some sort of ability to draw so many to her, even the unlikeliest of people.

Amadeus Cho was the seventh smartest person in the world. So, for once, he was very stumped.

Penny Parker was somehow magnetized. That's the only explanation he could give as to why she attracted the unlikeliness of people to her. It wasn't that he didn't understand the appeal or found himself drawn to her as well…

Penny was kind, smart (he was surprised in that while she didn't get it as fast as he did, she always seemed to understand in the end), sweet, and almost always understanding. He was tempted to call her a Mary Sue if it weren't for the fact he knew her glaring errors –she was too trusting, naïve sometimes, tended to be selfless to the point of dangerousness to herself, and very impulsive in regards to things. She could be pretty cocky and overconfident (and joked around too much, especially around villains), but she was also able to admit she was wrong more easily than Amadeus could. She knew how to be humble and to accept her mistakes, and it was something he was both admirable and envious of her for.

But what Amadeus meant, in any case, was that there were certain people (a certain type) that seemed to be softened by her when they really shouldn't be (nor could he –or anyone else –expect it of them).

Of all the heroes, Penny seemed to get the strangest villains.

Villains that tended to give her slack or even soften up towards her. Not all of them, mind you. But enough to be noticeable to Amadeus. Vulture for instance. Something Penny had said or done (or both) in the past to him had reached him enough that even through Doc Ock's mind control, he managed to break through and get them to save Sandman.

Who was a whole _other_ story.

There was Rhino, currently traitor and villain, but still someone who heeded and cared about Penny even from the other side. He had also heard rumors of something of Electro too. And don't get him started on the non-villains, like he heard of Iron Man and Captain America! And getting back to Sandman…

There was something in the way Flint Marko acted towards Penny and the way he talked to her and about her that made him tilt his head and examine the situation a little more. Back on that island where Doc Ock had been keeping Flint captive, the man seemed completely unlike the files he'd read up on. And when Penny came into the hidden base, there was a different light to the man's eyes, while simultaneously his whole demeanor became more confident and happier and with his face brightening up slightly.

He didn't need to be a genius to figure that one out.

Penny also seemed to hold a connection to Norman Osborn, who tended to drop by the base these days to check up on his comatose son a lot. Penny as herself seemed to come close to the usually stern (sometimes caustic) man, who only seemed to soften up and let down his guard around her. And well, Amadeus could already remember the way Harry Osborn was around Penny back in school. The apple didn't fall far from the tree, it seemed.

There was also Flash, who had become amusingly and entertainingly competitive with Osborn Jr. when Harry had been recruited and was being shown the ropes of being a junior hero. Flash's jealousy when it came to Penny only showed just how much the blond had gotten attached to his former bullied victim.

He also couldn't help looking close at her and Dr. Connors, who seemed to have some sort of special relationship with Penny and was close enough to her that they were able to work together seamlessly in the lab whenever Penny seemed to be with him and would even help out.

And all that was nothing to say on the strange connection she had to The Collector. Now that was something he had to take a step back and stare at, because having one of the Elders of the universe simply be so attached to a person was nothing to scoff at. The Collector, during the events of the Contests of Champions, hadn't bothered to hide his attachment and favoritism of Penny, and his brother hadn't bothered to keep quiet about it either. In fact, The Grandmaster explicitly commented several times on Penny being The Collector's favorite and how much he seemed to adore her.

But Amadeus could at least feel some sympathy for her, since the draw to her wasn't always a good thing either. Sometimes it was uncomfortable or even downright creepy. After all, Doc Ock's persistent attention on her must be both exasperating and probably disturbing. Kraven the Hunter too –who while might be a personal enemy of White Tiger, seemed to have an unhealthy interest in Penny. He tended to be unnecessarily tenacious coming after Penny in their encounters, and of which sometimes seemed too…intimate? He wasn't sure if he should (or wanted to) use that word, but it was what he could think of then.

It really didn't even matter if the draw to her was platonic or infatuation (worse if it was obsessive and creepy-like). Penny just seemed to be cursed in this way, and didn't even notice it at all.

Sometimes he just wanted to shake her and point it out to her, so that she wouldn't get herself into these kinds of situations or get herself in trouble because of all these connections she inadvertently created with so many unlikely characters.

He also realized that it was probably for the best that she didn't know or find out about it either. Who knows what would happen, and he didn't want her feeling in any way bad for things becoming like they were or to freak out about it either.

He also had a feeling the others were content in her not knowing moreover. After all, it meant she didn't have to act or choose, confront any of them, and they certainly wouldn't want her to feel upset about any of it themselves.

But if it were him…

"Amadeus?"

He really like the way his name came out of her lips. He tapped his fingers against the monitor and watched as it added her score, before getting up and getting his bowling ball.

"Don't lose, Penny," he smirked at her.

The brunette laughed and gave him a challenging grin. "Me? Lose? As if!"

Yes, he knew that it was for the best. If she did ever find out about the way things were, it might just change things for everyone. And he was sure the others wouldn't be happy about that at all, and who knows what that would mean for the future and for Penny and everyone.

She was oblivious, but that was probably a good thing.

* * *

Amadeus had put his thoughts on Penny's strange pull out of his head after that, but couldn't help thinking about it once more when he came to Dr. Connors' lab a few days later and saw the two of them together. It was like he had noted before and had thought about.

Dr. Connors had his hand at the small of her back as they bent their heads together to examine whatever it was between them on the table. Their voices were low and soft, and barely any space was created between them.

It seemed innocent enough, but there was just this feeling of intimacy in the air that was hard to ignore.

Amadeus obviously felt like an intruder and kept quiet, not allowing any sound to betray his presence and bring their attention to him. Instead, he quietly backtracked and then left the two to their own devices once more as he fled from the lab.

That hadn't been the last of it either. It seemed like he kept running into these situations over and over. The next time he witnessed something like this, he saw Penny and Flint to the side of the Triskelion, where the area that once housed Flint had been. They were speaking, but he couldn't make out what they were saying.

Flint lifted up a hand, transforming it into sand and then creating something out of it. It took a few moments, but when he was done, there was a lemur-ish monkey form that had Penny bursting out laughing while Flint looked amused and was grinning. Amadeus was confused and was practically dying to find out what they were saying to each other and to what led to this moment, more so when Flint ended up using his other hand to create a sand figure of Penny as Spidergirl.

It made him want to come over and ask what they were doing. He almost did too, right up until Flint's face changed into a softer look and the man was murmuring something that had Penny looking at him in surprise and a light blush decorating her cheeks. Amadeus took an involuntary step back as he watched Flint lean forward and place a soft kiss on a bewildered Penny's forehead. He watched them locked in that pose for a moment, before he turned on his heel and walked away.

When he saw Penny later, she was training and doing a good job at dodging without attacking back. He almost interrupted and wanted to reprimand her for not attacking, when he realized that the more he watched the more he realized she was purposely sticking to this method. She was working on her evasion skill and seemed to be getting more and more impressive with each movement she made to escape the blasts her way. It almost looked like a dance.

"Penny, you got a minute?" he asked when she stopped and was panting a bit as she started to reassess her success at the battle simulation.

Surprised but not off put by his presence, Penny turned around and faced him. "Amadeus! Hey! What's up?"

"I wanted to ask you about something," he asked quietly, and at her encouraging nod, he tried to gather his thoughts. "Do you ever notice…"

Amadeus wasn't sure what to say. How to actually ask what he wasn't even sure how to put into words.

"Amadeus?" Penny prompted and he looked to her to see one of her usual happy, bright smiles and he backed down again.

He forced a smile out, deciding on switching to talking about what he just noticed. "Do you ever notice how much you put into dodging your opponent's attacks and attacking as non-lethal as possible? You really should put more effort into defending and attacking aggressively, Penny!"

"Lecturing me about that again?" Penny took it good-naturedly, her grin strong on her face. "Ah, come on! I thought we went over this already!"

But then her face grew serious and her grin went softer on him, and he felt himself stiffen up.

"If I did so, could some of them have had the second chances they needed?"

That took him aback and he found himself trying to reply but having nothing to say. Penny didn't wait for him.

"Every villain has their own stories to be told," Penny started wisely. "Not all of them started out bad, and sometimes they just need a chance taken on them. It may take some time, but there are those who will want that second chance, Amadeus."

Amadeus uncomfortably nodded. "Yeah, I know. I should have learned my lesson with that with Flint, huh. It's just…a strange concept."

Penny lightened up and started to laugh a bit, shaking her head at him.

"It probably is! But sometimes you just gotta find it in you to believe in yourself and others!"

And that was probably the most beautiful thing about Penny. Her ability to believe in others, even those who would be believed too far gone.

Started 4/29/16 – Completed 5/1/16


	4. Stories to Be Told

**Summary for the Chapter:**

> Penny liked Captain America. She liked Steve Rogers better. He's just a little too caught by the past.

She liked Captain America. She liked Steve Rogers even better.

Steve, out of uniform, was much more relaxed about things and was fun to hang around. She also liked how he tended to spend time reminiscing and enjoying the oldies, and would often find herself sitting in some garage listening to 40's swing and jazz or even blues, while Steve worked on his motorcycle and the both of them hummed along to the music. There were even times where he would let her put on some music herself, and she would choose whatever she felt like in that moment. Steve never minded and even found a few songs of hers that he enjoyed.

After a time, once they'd gotten used to each other in and out of uniform, they'd become close enough to share stories. It was just little things, stuff the Avengers had been up to lately or what she was doing in school or around as Spidergirl.

But she'd gotten to realize, the more time spent with him, that there was a part of him that hid away from everyone and that he kept close to heart. That things haunted him and that not everything seemed to be a-okay with him. So she watched Steve. And every time she noted that, a part of the puzzle clicked for her until she finally realized what was up.

Penny decided to solve the problem by opening up first.

"Around the time I first got my powers, I got angry with my uncle," she said softly, with _"Don't Sit Under the Apple Tree With Anyone But Me"_ playing quietly in the background. Steve looked up from the motorcycle to watch her intently with cornflower blue eyes that matched the bright blue skies of the day. "It was such a huge but petty fight. I stormed out on him and was walking around, until I went into a bodega and tried to buy a chocolate milk. Two cents short and I got into another argument with the cashier. I was leaving when the man that had been behind me in line smacked something over and forced the cashier to bend and pick it up. That man stole money out of the cash register and saw me looking, tossed me the milk and then left. I left too and didn't say anything, and the cashier came running out to get that man. He wanted me to help him, but I was feeling vindictive and shrugged him off.

"Ten minutes later, I heard gunshots and followed the sounds to see my uncle bleeding to death from gunshot wounds and not responding to me."

For a moment, there was no sound aside from the Andrews Sisters crooning in the background. Penny swallowed heavily before continuing.

"Witnesses described the man and I found out it was the same man that I let go from that bodega. I could have stopped him. If I had, Uncle Ben wouldn't have died. And ever since, I've lived with that. It's why I do what I do, why it's important for me to use my powers to do good. 'With great power comes great responsibility.'"

"He told you that?" Steve's voice was quiet.

"Yeah."

"He was a smart man."

Penny smiled a little at that. "Yeah, he was," she murmured.

After that, things went back to being nice and peaceful and Steve went back to working on his motorcycle as Penny hummed along to the classic song.

* * *

"Funny thing," Steve started out of nowhere one time, when he was helping her take a look at her Spider-cycle. She could have always had SHIELD and Dr. Connors take a look at it, but she felt like this was a Steve and her thing, so she went to him instead. "Back when I was a scrawny punk Brooklyn kid, a guy named James Buchanan Barnes took one look at me and took me under his wing. We've been best friends ever since."

And that was how Penny first learned about Bucky, who was someone very important and close to Steve and who she had a feeling was his "Uncle Ben."

But Steve tells her other things too. One time, he told her how kids used to paint stars on their trash cans when he first became famous as Captain America, and sometimes when he takes out trash, he still ends up seeing them. In return for that, Penny told him how she met a space pirate named Peter Quill, who told her that he keeps a stack of Captain America trading cards his mother gave him a year before she got sick and that at least one of those cards stay with him at all times for luck. It put a smile on Steve's face, so she felt like smiling too.

Steve also had funny anecdotes to tell her. Apparently his team had been wondering for a while how he could afford things when he was just Captain America and didn't have a day job. Steve didn't tell them (because he admitted to Penny he doesn't mind messing with them like they tend to with him), but he did ended up telling Penny how his account had been gathering interest since the forties and had never been frozen since his 'death'. He then proceeded to make Penny laugh further when he added how Thor believed Steve's shield worked like his hammer, and was all proud he could lift the shield up.

But more often, Steve had learned to confide in her since the first time and would tell her more personal things. Like how sometimes he wondered that if he could survive the plane crash that had sent him to his frozen grave for seventy years, then could he have survived the jump after Bucky on that fatal train ride? How Steve would remember everyone thinking Bucky was the troublemaker between the two of them, when it was always Steve getting into fights. Or how he saw and got onto the Helicarrier for the first time and said "…Bucky would have _loved_ this" because he remembered how his best friend had dragged him off to a Stark Expo to see a floating car.

Penny gave him a watery smile after that. But she refused to cry, not until she reached her home and was in bed and could just let it all out.

Steve would tell her about the others too. He told her about Tony's dad, and how Howard had become as close to him as Tony was now. That Howard had been a driving force for him and who had always supported him through the war, and who had made him laugh all the time and had even drunkenly kissed him one time on Christmas Eve. The Howling Commandos had been a riot and Penny adored listening to stories about them, especially when it was just about the group hanging around and relaxing on their down time.

But there was a woman Steve would speak of briefly and never talked about to her. She had a feeling he didn't talk to anyone about her.

Her name was Peggy Carter.

There was a pain in his voice that made her hurt when he said Peggy's name, and it was a similar pain to when he talked about Bucky (though it seemed like he couldn't _not_ talk about Bucky). It changed one day, and she didn't know how or why.

"She was mighty pretty," Steve murmured. "And she was a tough woman. 'Cause just because she was a woman didn't mean she wasn't tough as nails and as kickass as Natasha, you know? Even for a woman back then and in society standards."

And she listened to him speak about his first meeting with Peggy up until he was flying that plane down into the ocean and how his "last words" were to Peggy, and a promise to a dance and a date that he had never made it to.

" _You know I still don't know how to dance."_

" _I'll show you how. Just be there."_

Hearing him recite those words like they'd been engraved into his memories made her realize that it was something that he had never let go. Those words haunted her long after he told her about them, much like she knew they probably still burned into his head too.

* * *

"You look bothered."

Penny blinked and saw Flint, who had become a great friend and confidant since he'd joined the Academy and became part of the team.

"Do I?" she asked with a wince.

"Want to talk about it?"

She hesitated. Though she didn't want to talk about Steve and betray his trust, she knew she could trust Flint and could talk to him and know he wouldn't say a word. So she grabbed his hand and hurried to find a place where they could have privacy. She found a room and blurted it all out and then waited for him. A quick, strange look crossed his face, before he looked thoughtful.

"You've been helpful to him so far," he started out. "You've built up this friendship with him since your first meeting with the guy, and have been patient enough this entire time to the point he's finally talking to someone about his problems and past. I have a feeling he's never done that with anyone. Just talking to him and letting him talk back has helped him."

She knew and was glad of that. It was just…

"You feel bad about Peggy and Bucky," Flint pointed out gently and she nodded dejectedly. He rubbed the back of his neck. "Penny, you can't help with everything. There's only so much you can do. But you really do underestimate what you _can_ do. Your patience and willingness to confide and listen…it's what you do for me, and you don't realize that it's something that's really helpful and not really something that a lot of people do. You really have helped Cap so far. Don't think you haven't."

She felt marginally better, but still…She bit her lip, thinking. Just then an idea came up and she grew a large grin.

"Actually, I've got an idea! Thanks, Flint! You're the best," she hugged him tightly, missing his face turning red as he was caught off guard, and then she was running off in glee.

Flint stared at her retreating back, blinking a few times.

* * *

Penny was holding on tight to him, but she didn't mind the fast ride. She loved thrills after all. She swung dangerously around New York City! A fast motorcycle ride with Steve was a no brainer.

"Around here?" Steve shouted over the wind.

"Yeah!"

She hoped this wouldn't backfire on her though.

Steve skid the bike to a stop and she could feel his body tense in surprise as he gazed at the old and closed down bar. The very same one he was supposed to meet Peggy Carter at, seventy years ago.

"That's The Stork Club," she heard Steve murmur.

"I looked it up after you told me about it," she said hesitantly. "I know you probably already did, but –"

"I didn't," Steve said softly. "I never really had time to look at the old haunts."

She took a deep breath. "You want to go inside?"

Steve nodded distractedly and led the way. Penny followed behind quietly. Inside, she had done her best to spruce it up and make it look as nice and as close to how it had been back then. And then she fumbled with a remote in her pocket, turning on a music player that started playing a song that Tony had sung with her the week before.

"I'm not Peggy, but I can still teach you to dance?"

He turned around slowly at that and stared at her blankly, making her nervous and not sure of herself. But then Steve gave her a gentle smile and walked over, a strange look on his face while his eyes held a fond and affectionate look to them. She helped him get into position and then they started to move and sway to the song.

" _I only see my goals, I don't believe in failure_

' _Cause I know the smallest voices, they can make it major._

_I got my boys with me at least those in favor,_

_And if we don't meet before I leave, I hope I'll see you later~"_

Started 5/3/16 – Completed 5/3/16


	5. Don't Be Lonely

**Summary for the Chapter:**

> Tony and Penny? They were complicated. That's all either had to say about that.

"What's up with you and Tony Stark?"

Penny blinked, pausing midway into feeding herself a spoonful of cereal. Honestly, she hadn't expected Amadeus to pop out with that question all of a sudden, but now she had the whole room's (full of her fellow heroes) attention and everyone staring at her. Her original team fidgeted, though they too tossed her interested looks, combined with suspicious ones that didn't help matters when some of the others glanced at them to try to get a clue about the answer to the question.

She also really couldn't stand having Flint's narrowed gaze on her. By then, she figured out he had a crush (that was so strange, especially since she had never had someone crushing on her before…she thinks). She still wasn't sure how she felt about that.

"It's…" she felt like hiding, especially since she spied Mr. Osborn ( _"Please call me Norman, Penny."_ ) and Curt in the room as well, watching her.

This would've been so much easier if she was invisible. Or could become invisible like Sue.

"Complicated," Penny said instead. "Tony and I's relationship is complicated."

Because it pretty much was.

They hadn't actually first met when in uniform, chasing after Living Laser. Actually, she had been fifteen and had yet to get her powers yet, when she met Tony at the nightclub Provacateur. And to be honest, it was luck (or fate if you wanted to look at it that way) that they had met at all.

" _Why do we have to dress up?" Penny sighed, letting Mary Jane wrestle her into some kind of tight dress she was sure she would never have had the confidence to wear otherwise._

" _It's a nightclub that allows only those dressed up to the nines," Mary Jane rolled her eyes. "So we have to be dressed to kill, Penny. Plus we've got to look the age, don't we?"_

_Penny frowned, reminded again that they were sneaking into a club that they were underage for. But Harry wanted to celebrate their end of year testing and them entering junior year soon, so he and Mary Jane had come up with going dancing (and choosing a high profile club while they were at it)._

" _Done, girls?" Harry asked, knocking on the door._

" _Done!" Mary Jane sing-songed and Harry entered, appraising them approvingly. His eyes, unnoticed by Penny, lingered on her longer, and Mary Jane gave him a knowing grin he blushed at._

" _Let's go before I change my mind. And I hope your dad won't notice or find out what we're doing!" Penny got up and hurried on to leave Harry's home._

" _Ugh, please," Harry snorted. "He wouldn't care, even if he miraculously did notice."_

_Penny slowed down and reached out a hand to squeeze her best friend's shoulder, giving him a sad smile. He returned it awkwardly and they kept on walking. Soon enough, they were being driven to the nightclub Provacateur and Harry somehow wrangled their way into the club, while also skipping the line. Inside, the music was blaring and people were crowding the dancefloor as they danced wildly._

" _Awesome!" Harry cheered. "Let's get dancing and then put our fake IDs to use after!"_

_Penny tried to hang back, but both of her best friends knowingly grabbed one of her arms and dragged her with them and they reached the dancefloor. She laughed and shook her head, but ended up dancing with them as the three moved to the beat of the current music blasting around them._

_When they finished there, they headed to the bar and ordered some drinks, trying to keep from looking shifty as they ordered alcohol. When they weren't questioned or bothered about their order, they tossed each other grins and enjoyed their drinks, finishing their first one quickly and then ordering another. It wasn't long until Penny was tipsy, though Harry and Mary Jane were worse off. Harry, especially, seemed to be the most drunk out of the three of them._

" _I'll be back with him," Mary Jane told her, carrying Harry up. "I'll take him to throw up._ _ **You**_ _stay and enjoy yourself. One of us should!"_

_Penny was going to protest, but Mary Jane gave her one of_ _**those** _ _looks that she specialized in and Penny's mouth shut tight. Smugly, Mary Jane turned away with Harry and carried him to where the restrooms were supposed to be._

_It wasn't even that long before Penny wasn't alone anymore._

" _Looking lonely tonight?"_

_Penny turned to face whoever said that, immediately wanting to refute, when she saw just who it was who spoke. Oh, she knew him alright. Who didn't know Tony Stark? And he was right there in front of her, his lips moving into a playful smirk as his arc reactor glowed brightly beneath the dress shirt he was wearing._

_He gestured to the seat beside Penny. "Mind if I sit?"_

_Penny shook her head slowly, still processing that the superhero known as Iron Man was right next to her._

" _What's your name? I'm Tony," he said after ordering a drink for himself._

" _Penny," she said shyly, clasping her hands so that she didn't fidget with them._

_His smirk widened. "Penny, huh? Cute. Try this," he pushed a drink over to her and she accepted it in surprise. She hadn't even known he'd ordered one for her._

_Picking it up and observing it curiously, she tentatively took a small sip before making a small surprised but also pleased noise at the taste._

" _It's sweet," she grinned. The other drinks she'd tried had been too much for her, so she hadn't really enjoyed them too much, even though she finished them._

_Tony laughed. "Figured you're a sweet one."_

_She blushed at that._

_A ringtone went off and they both ended up checking their phones._

" _It's me," Tony frowned. But he perked up. "I'll be back after I check on this, okay? Promise you'll stay?"_

_Penny hesitated, but looking at Tony made her hesitantly nod. So she sat there, waiting first for Harry and Mary Jane and now waiting for Tony Stark of all people. But then her phone vibrated and she looked to see a text._

_**Taking Harry home. Ready?** _

_Penny bit her lip, looking in the direction that Tony had gone to._

_**I was with a guy.** _

_She waited for a bit before worrying about the long delay from the other. But then she received another text from Mary Jane finally._

_**Have fun ;) About time you loosened up. Go enjoy yourself.** _

_She let out the breath she hadn't known she'd been holding and just then Tony appeared._

" _Hey, you want to switch over to the café side so we can talk better?" He was grinning at her and it was infectious. She grinned back and nodded, and he held out a hand for hers. She let him take hers and he led the way to the café side of the room, where he found them a seat._

_And then they sat down and Penny found herself face to face with Tony, not knowing what she was going to say or do._

" _So what are you into?" he asked, tilting his head._

" _I like messing around with things," she blurted out before inwardly sighing at herself. Why was she such a geek? Oh well. Might as well go all out. "I really like examining quantum physics, bioengineering…" and she went on to talk about science stuff that Harry and Mary Jane usually pretended to understand or pretended to listen to her about._

_But Tony, instead, was sitting up in interest and listening avidly. It was a nice change…_

_And then the two of them were trading back and forth about science stuff, and it was awesome because she couldn't remember ever doing something like this with anyone._

" _Do you want to come with me?" he asked later, once there was a lull in their conversation._

_She tried not to show her surprise, but she'd been caught off guard. She also realized that this was probably a usual for him, while she had never done anything like this at all. But…_

" _Yeah, that's fine," she said faintly._

_Tony beamed at her and took her hand again, and she let him lead her out of that nightclub and to his car, where he drove to the Avengers Tower (Oh God, it was the_ _**Avengers Tower** _ _). She was practically in a daze as he helped her out of the car and into the tower, getting into an elevator that led up to a floor that she assumed was his._

_Before she could say a word, the moment they stepped out of the elevator, Tony had turned to her and kissed her firmly._

_She'd never been kissed before. This was her first kiss. She was being kissed by Tony Stark and he was taking her first kiss._

_Oh wow._

_He was so warm, especially against her. And when his callused hands grasped her face gently, she practically melted against him. She hadn't even flinched when his tongue slowly dragged against her lips, parting them as it slid inside._

_But then his hands moved to the bottom of her dress, lifting it up, and she broke out of her daze to panic and break away from him._

" _W-wait a sec, er –I'm 15!" she shouted in her panic._

_He froze and stared at her, looking thoroughly confused. Then he grimaced and moved back a step._

" _Ah well, I've done crazier stuff in my teens," he laughed it off, giving her an easy grin that relaxed her. "Nice job sneaking into that place. Not an easy thing!"_

_Penny smiled shyly, glad he was taking it so well._

" _I like you," he laughed again. "You're spunky and daring, and you've got a hell of a brain on you. Plus you're definitely easy on the eyes," he winked at her, making her blush. "Want to stay over anyway, maybe check out my personal lab instead of doing the other fun stuff I had been hoping to do with you tonight?" He gave her a playful leer._

_She definitely turned red at that, but ignored that last comment. "I'd love to!"_

_So she found himself looking over some of the coolest stuff she'd ever seen, talking with Tony, and even giving a hand on some of his projects for the rest of the night._

_And if she wore one of his shirts and just that in the morning, in her defense, a dress was uncomfortable to sleep in and nothing had happened._

Penny grimaced and focused back on the still creepily staring group.

"We're friends," she tried to explain to them. "Just friends. With benefits." It was how Tony usually described them, so she inwardly shrugged to herself.

But the gaping coming from the others made her think that maybe that hadn't been a good idea, more so when she saw Mr. Os –Norman looking livid and Curt looking contrite. Flint even was scowling and looking a little like his old villainous self.

"Er, something I said?"

* * *

Tony stuck his tongue out as he turned the wrench clockwise. Penny was going to come over soon, and he wanted to finish this so she could take a look at it and be her adorably in awe self. He still remembered how they met, first when she was just Penny and then when she was Spidergirl.

To be honest, he remembered Penny after that first night together in his lab. But then he'd taken her home and they hadn't talked for the longest time. But then all of a sudden, he was going after Living Laser and ran into Spidergirl, and he'd invited her to his workplace after she'd impressed him with scientific knowledge (laughingly again, though he hadn't known that at the time). But then they were in Stark Labs and after he'd shown her everything, she took off her mask after he'd been showing something off, and he instantly recognized her. Funnily enough, she hadn't even thought he would.

" _Oh, that's amazing," Spidergirl practically gushed over one of his suits and Tony smirked proudly. But then she took off her mask, curiously taking one of the head armor to slip it on, and Tony saw who she was._

" _Penny?"_

_She blinked and looked at him in surprise. "Oh, you remember me? I didn't think you would."_

" _Wby wouldn't I?" he said in delight. "I may have a bad habit of collecting women left and right, and probably not remembering them," he added that as an afterthought, realizing why she would think what she did then. "But you, I would never forget. You were definitely a smart cookie and I had fun just talking and tinkering with stuff with you that night."_

_That brought on that adorable flush he remembered she tended to take on. Which made him give her a second look, looking her over thoughtfully. She'd grown a little more and was even prettier than he remembered…_

" _How old are you now?" he asked._

" _16," she answered in curiosity._

_He let his smirk return and surprised her when he cornered her against the table they were against, his arms on either side of her._

" _You're almost legal," he teased, sneaking a kiss. "Too bad you're not!"_

_He gleefully noted her full blush once more. Oh, he definitely missed her._

"Hey, got a sec?" Natasha knocked on his glass door, her face hard to read like always.

"Yeah?" he asked, still focusing on his work and chuckling under his breath as he remembered that moment.

"Just curious, but I was wondering about you and Penny…"

That made Tony raise his eyebrows and finally move his focus from his current project.

"What about Penny and me?"

Natasha shrugged. "Nothing. I've been curious about your relationship for a while. It's just…odd."

"Is it?" he asked absentmindedly, turning back to his work. "Penny and I…we're… _complicated_."

After that, he kept his focus on what he was doing, and soon enough Natasha gave up and left after a quiet snort.

Well, what did she expect? It wasn't like he had a lot to say about it.

* * *

Penny caught the water bottle tossed to her.

"Breathing hard already?" she giggled at Tony, who rolled his eyes. "You really rely on your armor too much."

"Meh, never been too physical," Tony shrugged, taking a towel and wiping himself down. "Good spar, even if you're hardly winded."

Penny straightened up in her cross-legged perch proudly. "Skills, Tony. It's skills."

Tony gulped down some of his own water. "And a radioactive spider bite."

She gave him that, she inwardly mused while eying his muscled torso appreciatively, especially as he was only wearing a wife beater and track pants. He caught her and gave her a wink.

"Speaking of appreciation," Tony started in a playful but curious tone. "How're things with Flint?" Or the various others he wanted to tease her about, but she hadn't caught on about the others yet. So long as they never _ever_ talked about Reed Richards.

She blushed lightly. "What about him?"

He sat next to her. "He kiss you yet?" he teased and she swatted at his head.

"Shut up, Tony! And n-no, he hasn't," she stuttered.

"But you want him to," Tony continued to mess with her, ending up having to duck her hand.

But then she stilled. "Maybe," she confessed and he grinned.

"Aw, my cute protégée is growing up~" He poked at her side, making her squirm and scoot away. She glared at him though, but he ignored that and turned the music player louder and switched out his water bottle for a can of beer. He cracked it open and took a sip, before offering it to Penny. She took a sip of her own with a quiet huff.

"Once I was eleven years old, my daddy told me go get yourself a wife or you'll be lonely. Once I was eleven years old~" he sang along, grinning at Penny. She joined in and they sang together, before he put down his beer and jumped up, dragging her with him and pulling her into a dance.

He put his hands on her waist and she'd ended up placing her hands against his chest. They swayed while singing along, and Penny's hands made their way to his shoulders while his moved to her face. Placing his forehead against hers, he sang against her lips.

"I'm still learning about life; my woman brought children for me, so I can sing them all my songs," he grinned against her and hummed the rest of that, letting the song build up before he kissed her with fervor, and gripped onto her face as she clutched onto him and their bodies plastered against each other.

Well, at least when things got lonely, they always had each other to look out for.

Started 5/11/16 – Completed 5/11/16


	6. Hello, It's Me

**Summary for the Chapter:**

> Penny had a past with Reed Richards. They didn't know that and they're kind of regretting it.

Penny adjusted the formula, writing something down on the paper next to her.

"Penny, I wanted you to meet someone," Curt told her and she turned to look at who he was talking about, freezing when she saw the one and only Reed Richards by the good ol' doctor. "Meet Reed Richards, also known as Mr. Fantastic of the Fantastic Four. He'll be working with us on how to help Agent Venom and Harry. Reed, this is Penelope Parker."

She forced a smile onto her face. "Hello, Reed."

"Penny," he greeted softly.

Curt looked between them. "You're…acquainted, I take it?"

"Yes, we know each other well," Reed affirmed quietly.

"It doesn't matter right now," Penny said dismissively, coldly turning from them and focusing on what she had been doing before being interrupted. "We should get to work, so we can find a solution quickly."

"Yes, understood," Reed murmured.

To say Curt Connors was wary and confused was an understatement. But, nevertheless he showed Reed their current work, and the three of them focused on their task. He just found that he was stuck in a tense and uncomfortable environment and he had no idea why.

He just knew that it had something to do with – _between_ the two of them.

* * *

"How is working on the…cure for my son?" Norman Osborn interrupted Curt, who had decided to keep working on the cure while Penny and Reed had left. Penny went to patrol and he assumed that Reed went back to the Baxster Building.

"Being worked on," Curt sighed. "We've brought on Reed Richards though, so hopefully we'll get somewhere with it."

"You look agitated," another voice interrupted, and they both turned to see Flint Marko uncertainly hovering by the entrance.

Curt gestured for him to come in. "Do I?" he asked wryly, thinking back to the past two hours. "Maybe because I spent the last two hours with Penny and Reed having created some sort of invisible but substantial gravity weight in the room that's only slowly starting to go away."

That raised some eyebrows from the other two, and Curt sighed again and shrugged at them.

"I don't know. I introduced them, and it was clear Penny wasn't happy from the beginning. And then it was quickly established that they already knew each other. Well," Curt added with a frown.

Norman opened his mouth to speak, when they heard raised voices.

"Penny, I just need you to let me –" That was Reed Richards.

"Why? So you can just miss another date, ignore another call, forget _me_ again?" Penny's voice was angry and loud, not at all like her.

"I know I messed up –"

"It's been practically two years, Reed! Why are you doing this now? You clearly had no problems staying away until now."

"I didn't _want_ to stay away. I just wanted…I just wanted to give you space," Reed's voice faltered.

The three men in the lab looked at each other.

"Space? You gave me more than enough space! You gave me so much space that you weren't even there when my uncle died! I _needed_ you, Reed. You weren't there for me," Penny sounded like she was crying, which rankled Flint's hackles.

Norman glared steadily at the door, not at all okay with what he was hearing.

"I know…I know, Penny. I'm sorry. There is no excuse. I…I was horrible to you, when I should have loved you properly."

At that, the three men tensed and emotions warred in their heads.

" _I_ loved you, Reed," Penny whispered. "I loved you when Sue and you were on a break and she was with Namor. She told me you would be like that, you know?" her voice broke. "I should have listened to her. But I just thought that it would be okay and it wouldn't be as bad as she said it'd be."

"I'll change," Reed said quickly. "I could. Just come back."

Penny exhaled sharply. "I don't…I don't know. Reed, please just –"

"I love you," he cut in, and then it was quiet and the three of them dared to move to the entrance and look around the corner, finding Penny being kissed against the wall by Reed.

He pulled away and looked into Penny's eyes, and there was nothing more they wanted to do than to toss him out of the building.

"I wanted to tell you sorry then. I want to tell you sorry now," Reed told her remorsefully. "I didn't treat you right. I focused too much on my work, said horrible things to you, and I wasn't the man I should've been for you. And now it's been so long that I know I don't deserve you and I don't deserve to be forgiven. But I sincerely love you, Penny."

Penny gave a sob and clutched at Reed's front. "You're not fair. You're never fair."

He pulled her closer and held her while she cried, and the three men watching backed up into the lab and went back to their previous spots. Soon enough, Penny came into the room and looked at them with teary eyes, surprised to see them.

"Oh, you guys are here," she said quietly.

Curt smiled blandly, picking up a pencil and papers. "Working late. Norman is helping and Flint volunteered his services."

"Sounds like a good idea. Working late," she tried to sound cheerful, coming closer and heading to a microscope. "I'll help too."

But when she started quietly crying by the microscope after a few moments, they pretended not to hear and focused on their individual tasks. They had a feeling they wouldn't be welcomed right now.

* * *

"You cried about a man before," Norman interrupted her, and she looked up at him from her spot by Harry's side. Since he didn't know she was Spidergirl and had taken to coming around often, she had to stay out of uniform while on base, and act like she was there to help with finding a cure for Harry and help Agent Venom.

Penny looked at him warily. "Mr. Os –Norman," she corrected herself at his look. "I'm not sure –"

"There was a time where you were in the penthouse, and I remember you were crying over someone. I told you he didn't deserve you."

She remembered that. It was awhile, but she remembered crying over Reed in the Osborn living room and waiting for Harry to come back with ice cream to cheer her up. She had been crying and Norman had walked in on her, and had said that. She'd been surprised by it.

"Was it Reed?" he asked, sounding too unhappy for her tastes.

She didn't say anything, but kept her gaze on Harry. Norman sat next to her.

"He still doesn't deserve you."

She flinched before taking a shaky breath.

* * *

Flint listened to Penny's instructions, trying to keep focused. Unfortunately, recent events kept replaying in his head and he was getting emotional and too upset.

"Flint, stop."

He lashed out and totaled a robot, before swiping out a few more.

"I said stop, Flint!"

He winced and stopped, but his emotions weren't calming down at all. Penny noticed and came closer, touching his arm.

"Hey, what's up?"

"You're not going to go back with that guy, are you?" he asked surly, unable to not bring it up.

She looked taken aback before she gave him a weary look.

"I don't know," she answered sincerely. "I miss him. I remember being happy with him. I loved him once."

"But he hurt you too," Flint said unhappily, not liking that.

"I forgive easily, I hear," she lightly joked. At his unimpressed look, she shrugged. "When I care about someone, it's hard to make me give up on them."

He wanted to refute that. Some people just didn't deserve that from her.

"If I didn't, I could've given up on you," she pointed out. "I came to care about you that time, right when you wanted to take that second chance. Even though you couldn't do it then, I still started to care about you and held out hope, so that now that you tried again, I refused to give up on you and made sure Amadeus wouldn't have either. And now you're here with us."

"It's different," he mumbled.

"Is it?" she asked in amusement with a slight smile.

"Yes," he said stubbornly. "Because I wouldn't have hurt you."

She lost her smile and looked weary again.

"Yeah, you probably wouldn't have."

Which made him unable to understand why she would consider going back to Reed at all.

* * *

Maybe Curt regretted having asked Reed to come help. But they had needed help, and Reed Richards wasn't known as the smartest man in the world for nothing.

He just hadn't known that Penny and Reed knew each other and how they'd known each other.

He had to do something to fix this, make it so that things weren't as bad as they were. That meant calling out Reed and talking to him, because Penny was important to him and he never wanted to hurt her –Curt cared about her and considered her to be his closest friend.

"Is something the matter, Curt?" Reed asked him, and Curt had the irrational urge to lash out and hit the man. Instead, he controlled the urge and smiled stiffly.

"I was wondering if I could talk to you about something," he started out softly. At Reed's attention, Curt continued determinedly. "I know you and Penny have a past. I hadn't known that before, when I asked for your help. And truthfully, we do still need your help. However, I refuse to let you hurt her, so if you decide to continue working with us, I ask that you please refrain from upsetting her –"

"I never want to hurt her," Reed interrupted tiredly. "And you're right. My presence here is upsetting her. That is the last thing I want to do. So I decided that I should stay over in the Baxster Building. I'll still help, but it's best I work in my own lab. Just please hand this to her," he gave Curt a flashdrive that he was tempted to throw away and pretend he never saw it.

"I will," Curt reluctantly said to the other.

"Thank you, Curt," Reed gave a small smile. "I appreciate it. I just want to make sure Penny hears me out and this might be the only chance for me to get her to do so."

Curt gave a nod, trying not to make it jerky and look reticent. Which he felt like at the moment.

Reed walked away then and Curt stared at the flashdrive in his hand, so very tempted to just throw it away. But then Penny entered the lab, looking at him curiously.

"What's that, Doc?" she came closer to him.

He tried to smile at her, but he knew that he ended up half-grimacing.

"It's a message to you from Reed. He has also decided to continue to help us, but from his own lab in the Baxster Building."

She took the flashdrive from him, looking blank and revealing no emotion to Curt.

"Is he?" she asked, voice distant. "I see."

She stared at the flashdrive for a moment, before she reluctantly went to a computer and plugged it in. She booted up the flashdrive and clicked on the only file there, and Curt debated staying or leaving her to her privacy.

Reed appeared on screen, looking awkward and face weary.

"Hello, Penny. I wanted to say a lot of things to you, but I figure you're tired of all of it and don't want any more apologies. So I tried to think of a way to say what I wanted to you, and Johnny of all people suggested singing a song to you. He even found a song, can you believe that?" he gave a wan smile. "He misses you, you know. So does Ben and Sue. Sometimes they end up giving me periodical silent treatments still."

Penny sat down on a chair in front of the screen, and Curt knew he should leave but he couldn't help himself. In the corner of his eye, he saw Flint and Norman having just entered the lab, before looking like they were thinking about backtracking out of there.

"Anyway, I just want you to know you're missed around here and not just by me. Even though I miss you so much and I know that there can never be enough sorries in the world to make up for what happened between us. I know your aunt still hates me, so I promise to stay away from your home as well."

Reed adjusted something, before he pulled a microphone closer to him. He sung lowly and Penny listened to him intently, leaning into the screen and not noticing anything around her.

"Hello from the other side. I must have called a thousand times to tell you I'm sorry for everything that I've done. But when I call you never seem to be home. Hello from the outside. At least I can say that I've tried to tell you I'm sorry for breaking your heart. But it don't matter. It clearly doesn't tear you apart anymore."

When that part came, Reed got emotional, but so did Penny as she buried her face into her hands and started crying again. Curt scowled. Why was he always making her _cry_?

Flint, this time, refused to just let her cry like they had last time, and so strode over and moved to embrace her. Curt hesitated before coming over and joining them, gasping one of Penny's hands with his. Norman stayed by the entrance, watching them quietly.

He wasn't an emotional person, but Penny had been a big part of his –and Harry's –lives, and she had always been important to them.

Norman couldn't _stand_ it when Penny cried, especially if someone was the cause of it.

So he came over finally and shut down the video and the computer, so he could no longer hear or see that stupid Richards' voice and face.

"He didn't deserve you," he muttered his sentiments again.

He honestly doubted Reed Richards ever did.

Started 5/11/16 – Completed 5/11/16

**Notes for the Chapter:**

> Yep. I'm a horrible person. You know the angst and heartbreak had to come sometime, right? At least now maybe I can stop hearing the male covers of Adele's "Hello" (I started with Travis Atreo and switched to Boyce Avenue in this chapter). I don't know, I played that song and thought of this scenario, and decided Reed Richards…Oh well! I hope everyone enjoyed, so please remember to review!


	7. Slow Dances in Burning Rooms

**Summary for the Chapter:**

> Norman Osborn was a strange man, Penny knew. But he was always stranger with her.

She sat by Harry's bedside, feeling horrible like always. Ever since Harry had become like this, she hadn't stopped feeling like it was her fault.

"You've always been such a good friend to him," she heard Norman say from behind her. Before she could turn to face him, he had come around and then sat by her in the seat to her right. "You've been a large fixture in our lives actually."

She blinked at that, not expecting him to say something like that so sincerely. He turned to her with a small smile.

"Honestly, what would we Osborns do without you?" he quipped, the corner of his lips twitching up briefly.

"I don't know. Have an easier life," Penny said miserably, forgetting that Norman didn't know that she was Spidergirl

She was startled out of her depressed thoughts by the firm hand landing on her shoulder. She looked to see him frown at her.

"None of that now," he said firmly. " _You_ made things easier on us. On both of us truthfully," Norman strangely admitted.

She liked this new Norman. Ever since he decided to reform himself, he's been like a completely different person. He was a little more honest, a little more sincere, and a little more softer in some ways. Harry had certainly become happier with the new Norman around.

"Spidergirl's to blame for all this anyhow," Norman's voice turned dark and she had to hide her flinch.

"Maybe she just wanted Harry to feel like he belonged and could be part of the team," Penny looked away from him.

There was an uncomfortable silence then, and for a moment it was like that. Then her playlist she had been playing for Harry switched to John Mayer's _Slow Dancing in a Burning Room_ and Penny inwardly frowned at the way it had made Norman uncharacteristically startle and have an odd look on his face.

"I heard you've gone dancing with the others a lot," Norman brought up suddenly, the subject of which made her confused as to why he was bringing it up. "Flint's mentioned how the two of you played a dancing game, while even Captain America has mentioned something about it."

He missed Tony too, but she wasn't going to bring him up.

"Ah, right. Flint and I went to some of the arcade games when we went out that one time, and Steve and I have gotten into entering swing dance competitions. Reminds him of the past and all. We've been looking into seeing if there are still any real speakeasies around," she commented on casually, missing the strange look Norman gave her at that.

"Hm," Norman was still looking at her and she fidgeted in her seat. His intensity was always hard to get around. At least he wasn't Goblin-fied at the moment. His intensity was crazy out the roof then.

She was about to turn her attention back to Harry, when Norman's next sentence caught her off guard.

"Do you remember this song?" he asked her and she just refrained from staring at him. Still, she obviously wasn't able to hide her confusion or inability to recall what he was trying to get her to. "Your junior prom. You weren't at the school. Instead, I found you sulking in my living room, wearing a lovely red dress and tear stains on your face. You were playing _It's My Party_ by Leslie Gore."

She sort of remembered that night, though she had no idea what the current song had to do with that. But then, the full memory of that night hit her and she could feel her face burning red. Norman smiled a little when he saw her, recognizing she remembered then.

"We danced to this song," Penny muttered, though she glanced furtively at her best friend. At this time, she really hoped that comatose patients actually couldn't hear people talking. It would be really awkward to explain to Harry how and why she'd ended up dancing with his dad junior prom night. Just…yeah.

"We did," Norman remembered. "This was actually a good song."

"Doesn't seem like your type of music," Penny considered him closely.

"I'm not really the type to care for _any_ music."

That was true. Stormin' Norman was usually all about work. He never seemed to care or be someone who cared about anything outside of it, or care to have a preference for things.

"Would you mind coming to the penthouse tomorrow, Penny?" he asked and she hadn't expected that. But his request…

"I-I guess," she said uncertainly. "Sure," she made herself answer more surely.

He gave her another rare smile. "Tomorrow then."

Norman stood up and left her there and she turned to Harry then.

"Your dad is so _strange_."

But that night, she may have fallen asleep quickly, but somehow talking about that night made her remember it and dream of it more vividly.

_This was so embarrassing. She had been so excited when she had been asked out for junior prom. She should have known better, especially since it had been one of Flash's dumb cronies who had asked her out. She should have known she would be stood up and look like an idiot in the end._

_However, instead of staying at the school, she'd headed to Harry's place. They were supposed to have a sleepover after junior prom dance, but since this happened, she didn't want Harry to know what had happened. He would be pissed and he would undoubtedly get into a fight on her behalf, and she didn't want to ruin his night, especially since he'd been looking forward to it and had gotten pretty Liz Allan as his date. She had just skipped to his place, and decided she'd tell him she had wanted to leave the dance early and had decided to wait for him there. There wasn't a need to tell him anything about what happened that night._

_And if she was crying like a loser in the living room, with the lights off and listening to 'It's My Party', that was her prerogative damn it._

_Intent on her ice cream and wiping at her eyes repeatedly, she didn't notice the door open and who else but Norman Osborn to come in at that time._

" _Penny? What are you doing here? Weren't you supposed to be with Harry at the junior prom dance?"_

_She stopped herself from groaning and tried not to look so miserable as she turned on the couch to look at Mr. Osborn. She gave him a feeble smile that he raised an eyebrow at._

" _Hey, Mr. Osborn. You're back from your business trip already? How was it?"_

" _Good," he said blithely, putting down his suitcase and taking off his suit jacket. He loosened up his tie after. "But you're avoiding my question, Penny. What happened?" his voice brooked no room for denial or lies, so Penny bit the bullet and told him._

_She turned back to her ice cream, jabbing the spoon into the ice cream violently. Why was she such a dummy?_

_She almost jumped off her seat when she felt his hand touch her shoulder gently. Looking up at him, she was even more surprised by the gentle smile on his face._

" _That sounds like a bad start to what was supposed to be an important night."_

_She tried to shrug it off. "It's just junior prom. It's not even the actual prom."_

_He made an agreeing noise, even if the look on his face said he knew better. Her shoulders slumped and she scooped another spoonful of her ice cream. Mr. Osborn neatly snatched the spoon from her hand and took that bite._

" _Hey!" she blurted out, only to turn red at his amused look towards her. Still, that hadn't been like the Norman Osborn she knew. It was…kind of nice._

" _You didn't even get to have a dance?" he asked quietly._

_Her depression returned full force then._

" _No," she muttered._

_She had really wanted to dance with someone. She just really wanted to have a magical night, have a wonderful time with her date and Harry (there was no way she would have any sort of good time with Liz), and end it on as high a note as possible._

_This hadn't been that night._

' _Slow Dancing in a Burning Room' came on and Penny sighed as she took back the spoon from Mr. Osborn and decided to go back to gorging herself on ice cream again. But she'd only taken one more mouthful, when Mr. Osborn moved around the couch and tugged her up._

" _Mr. Osborn?" she asked in shock._

" _Every girl deserves to have at least one dance," he murmured._

_She swallowed heavily and they awkwardly moved together, not sure how to fit with each other and where to put their hands or how much distance they should have. But then they sort of just shifted into the right place, and even if she was right up against Mr. Osborn and she realized she was slow dancing with her best friend's father, she couldn't put into words just how incredibly happy she felt right then. Her night hadn't turned into a bust after all._

_Even if she felt a little too comfortable dancing with Mr. Osborn as the ice cream melted._

* * *

Norman knew the kind of man he was. He was strict on everyone, not just Harry (despite what his son may believe). He was borderline cold and indifferent on most things, and a large part of him was ruled by greed and power (though after the whole mess with Octavian and his Goblin transformations, that had actually lessened quite a bit). His late wife had known how he was and had accepted it, though it put a strain between them. He hadn't quite cared back then, but looking back now, he very much regretted how he treated her and then his son through the years.

Through it all though, he admitted that he had always had a soft spot for Penelope Parker.

She was the sort of friend that he had always wished for for Harry. She was intelligent and very loyal to his son. His first thought when meeting her (and he hadn't believed his son about having a friend like her when Harry first told him about Penny; it just seemed too good to be true and if it was true, he thought Harry was probably just using her for her smarts) was that she wasn't what he had expected. Someone very nerdy (and she was), but how pretty she actually was wasn't something he expected. Even through her nerdy looks, it was clear she was pretty.

And maybe then he had thought that Harry had been seducing her to help him with his homework, or even to outright do it. She had been easy on the eyes after all. But they had surprisingly been very real and very close friends. Not only that, but she wasn't just smart –she was impressively smart. The kind that made you envy how intelligent they were, and wanted them to work for you as soon as possible.

Probably the most surprising thing he found out about her and was a trait he usually scoffed at, was how unfailingly sweet and caring she was. Even towards someone like him, who most people would probably wish would be run over by a bus or some other bad luck incident.

For a moment, during that first meeting, he had wished she had been his daughter instead of having Harry for a son.

And for the longest while, he had thought that would be what he would feel for a long time. It was a testament to time and Penny herself as to the evolution of his feelings though. Because over time he had stopped feeling that way. The last time he thought it, it put a strange feeling in him and he'd balked at the thought. He hadn't known why, but he had. So he never thought of it again.

He just knew Penny was one of a kind and she deserved a lot more than what life had given her.

It also baffled him on how she was so incredibly unpopular and bullied so much in school. Not even being friends with a rich boy like his son had helped her. Their other friend, Mary Jane Watson, was also fairly popular, and yet Penny was the singular person in their trio that had no luck in regards to the social circles.

She was pretty and friendly enough, so what was the problem?

That's why, when he came home from a business trip and expected an empty home until at least midnight, he wasn't sure what to make of Penny sitting in the dark and crying as she ate ice cream and listened to sad music.

Hearing why though, he was surprised at the spark of fury that had rose up in him at how she'd been mistreated. He felt like that again when he had found her crying over some guy later on, who was apparently Reed Richards, but he wasn't going to dwell on that unless he wanted to start stalking after said genius and beat him to a pulp. Regardless, he hadn't been happy learning what happened to her for junior prom.

So he'd danced with her and it was something that neither of them had talked about until now. But he'd put a smile back on her face, so he found himself satisfied and without any regrets.

Penny was just one of those girls you bend and break for.

* * *

She came to the penthouse rather late. She hoped Norman wouldn't mind, but she had to sweep the city and make sure things were alright. At least she managed to call him and let him know she was coming.

Penny was in front of the penthouse's doors in no time and she knocked quickly. When she heard the "Come in!" she twisted the doorknob and found it was unlocked, so she opened it and slipped inside. The familiar serenading of John Mayer's voice with that song put a shock to her system. Norman waved at her from his spot by the couches, and she spotted containers of familiar ice cream tubs.

"Ah, you got my favorite," she noted, her lips moving into a smile as she gazed at the tubs.

"Is it?" he asked wryly. "No wonder Harry stacks up on it in our freezer."

She blushed at that while she walked towards him. He held out a hand and she almost froze in place, not sure what he wanted. But when he kept his hand there and looked at her expectantly, she tentatively grabbed it. Norman pulled her into a ballroom hold, but just swayed gently with her.

This was definitely strange. Strange, but…not bad.

"Sometimes I wonder what life would have been liked if you hadn't become part of Harry and I's lives," Norman mused aloud.

"Oh? And how was it? Unfunny?" Penny felt herself grin a bit.

"Lifeless," he said instead and she stopped short. However, he coaxed her into moving again by lightly tugging at her. "I believe Harry and I would have grown to genuinely hate each other. I would probably have burned this city to the ground long before now, and who knows what trouble Harry would have gotten into? He'd be Tony Stark in the man's younger years. I find that life is…much better with you in it."

Penny didn't know where all this was coming from or why Norman was acting like this and saying all of that, but she found herself too speechless to make some stupid joke or say anything at all. She kept quiet and danced with him.

"What's with the dancing?" she couldn't help asking a few seconds later though.

Norman chuckled. "What? No dancing for me? Like I said, you seemed to be dancing with everyone lately. I knew you before many of them, you know."

That made Penny smile and shake her head. Without warning though, Norman dropped his forehead against her shoulder and she heard a shaky exhale. She was dazed to find that he had started to cry.

"I'm worried about Harry," he confessed. "I haven't been a good father to him, but I love him and I don't want anything to happen to him. I'm just glad you're here for us, like you always are."

This was a vulnerable side to Norman she had never expected existed, much less expected to see it. Then again, something told her that he wouldn't have said any of that or would be crying and showing this side to anyone else. He and Harry were alike in that.

So if she moved to the couch and let him cry on her, she silently promised she wouldn't tell anyone about this because that's what she did for the Osborns.

She was always there for them, like they had been for her.

Still, this song just made her wonder if Norman had always remembered it…

_That really hurt. Like_ _**damn** _ _that hurt. But being thrown into a wall would do that to you._

_Ehhh. What could Penny do in this situation then? Green Goblin was tossing her all over the place and she wasn't finding any openings. Where are the others when you need 'em?_

" _Spidergirl!" she heard him growl._

_She webbed his eyes before swinging behind and slipping into the radio room. She needed to do a tactical retreat ASAP._

" _Come back here, Spidergirl!" he roared and she dodged a tackle from him. He ran into the controls and managed to get music to start playing for his troubles. Penny would have laughed if she wasn't busy fending him off._

" _Hush, John Mayer! I don't need your sexy voice distracting me from Big and Green over there! And I don't mean the Hulk either!"_

_However, an odd thing happened. The Green Goblin paused, tilting his head as if he was listening intently to something. He…he couldn't be distracted by the music, could he?_

_Whatever. She was going to take this chance to retreat._

_Unbeknownst to Penny though, he didn't leave that spot or stop listening until the song was over, and had even oddly been swaying side to side._

Started 5/13/16 – Completed 5/14/16

**Notes for the Chapter:**

> Yo…So I have absolutely NO REGRETS. Mwahahaha!
> 
> 1\. Age Difference pairings: Nope, have absolutely no problem with them so they feature quite heavily in here. Usual readers of mine will know by know it's more or less one of the staples of my writing. Doesn't even matter if the guys has kids. Just look at my Naruto fics. Heavily loaded with pairings like that XD
> 
> 2\. Dr. Doom: Someone recently brought him up. You see, I really want to write him into here, but the problem is that I've been thinking of Doom/Penny for a long bit (while I was even thinking about starting this story even), and was torn between putting something for him here or writing a separate short story. Then I'm like "Ehhh, who'd read that?" Then again, I didn't think anyone would read this (especially Flint or the other main guys). So if any of you guys are interested, let me know.


	8. We're Halfway There

**Summary for the Chapter:**

> Curt Connors felt half a man most days. But Penny tended to make him feel more than a man.

Curt hummed along to Penny's song as it played in the background. He was currently examining a specimen while Penny sat nearby and leaned her chair back, head moving to the beat while her foot wiggled in the air from its crossed position on her other knee.

"Say Curt…" she started and brought his attention to her.

"Yes, Penny?" he smiled slightly at her, watching as she twisted the rolling chair to face him.

"Why aren't you married?" she asked curiously. The question caught him off guard though. "You're handsome," _'Really?'_ he couldn't help perking up at that comment from her. "And you're sweet, smart, and just a great guy. So why aren't you married?"

He wanted to be once. Had even gotten engaged to a pretty woman named Martha. Things hadn't worked out and somehow he'd just found himself more focused and involved in work, especially once he'd become recruited into SHIELD. He told Penny so and she frowned.

"That's a shame," she told him honestly. "I think you're a great catch. Women –and men –are missing out," she laughed and winked at him.

Curt gave her a wide smile, but inwardly he wondered what she'd say if she knew he found himself not interested in anyone but her. Not since meeting her at least.

But he was forty years old and knew better than to say something stupid like that. She'd said he was smart –he was smart enough to not open his mouth about something so ludicrous to admit to, without causing some damage to their relationship (something he was definitely not willing to do).

"Who'd want a cripple like me anyway?" he muttered under his breath, focusing the microscope closer on the specimen.

A slender hand gripped his shoulder tightly and he turned in surprise, seeing a serious-faced Penny.

"Don't you _ever_ talk about yourself like that, you hear me?" Penny said firmly and Curt almost gaped at her.

He cleared his throat and nodded, and then she was back to smiling happily at him.

"Good! So tell me what are you working on, Doc?"

He stepped aside and let her slip into his spot, explaining while she bent and looked into the microscope.

Still, he felt much better about himself and not as insecure as he usually felt these days with his one arm.

* * *

Penny walked along the corridor, intending to head towards Curt's lab so that he could take a look at her web shooters and maybe tweak them a bit more when it came to the electric shots mode. She was almost there when she heard a few SHIELD agents talking around a corner. She unconsciously slowed down, before berating herself and was about to move faster to avoid eavesdropping. Then again, they shouldn't be talking out in the open –

"Poor Dr. Connors. I'm sure it's hard for him to find a nice partner to settle down with, with him having one arm."

"Yeah, it's really too bad. He was so handsome and really dateable –"

Penny growled low in her throat. Those stupid bimbos. Curt was still handsome and dateable. Having one arm wasn't a problem at all! And the nerve of them talking like that right there, where he could possibly end up hearing them! It's talk like this that had Curt talking like he did about himself sometimes.

Speeding up, she stormed around the corner and confronted the women.

"You guys are idiots!" she insulted them right off the bat. "How dare you talk about Curt like that? And right here too!"

One of them, a pretty red head in a SHIELD uniform sneered at her. "We weren't even talking to you or around you. Eavesdropping much?"

"You were talking where anyone can hear you," Penny sneered back. "Especially Curt!"

"Who are you anyway? What would you know? And don't call Dr. Connors so familiarly!" the other woman looked at her disdainfully.

Ah, that's right. No one but her teams, friends, Fury and Coulson knew her real identity, so Penny walking around as a civilian made it hard to get any respect around here.

"I-I'm his girlfriend!" she blurted out, still feeling incensed at these women, especially now that they were trying to act like Curt was being disrespected by her (besides, he'd allowed her to use his name from the beginning!).

That shocked the other women, and Penny had to keep herself from grimacing. Aw man, why did her mouth go and basically word vomit whatever it wanted? Her mouth was how she got herself into trouble all the time! Like with that whole thing with Tony and telling the others they were 'friends with benefits' –Ava made her look it up and every time she met with Tony since, she would berate him about that. Like he cared; he always cracked up about it every time, the jerk.

Then there was that whole thing with Flint and the date thing, and she was still kind of awkward about it and him and his feelings (and her feelings?). Next thing she knew, she was going to end up asking Norman to be her partner as a joke to reference their dances and he was going to take it the wrong way. Er… let's not go there. She might end up actually doing that on accident.

"Yeah," Penny forged forward. "And Curt's a wonderful man and he doesn't need two arms to be the perfect guy he is. So don't talk about him like he's deficient because of that."

She brushed passed them angrily and continued on to Curt's lab. When she reached it, she slowed down and banged her head lightly against the doors.

"Ah damn. Why do I have a feeling this is going to go backwards on me?"

Maybe if she kept her mouth shut and ignored that had happened, things will just go on normally.

* * *

Curt wasn't sure what had happened, but apparently something was being said about him. He didn't know what, but he knew it was something big as everyone kept congratulating him and he kept getting weird looks. The looks ranged from leering (from many a male agent) to triumphant and proud looks (usually his fellow scientists and techs). He was very confused.

"Dr. Connors, please take a look at this," Rena, one of his assistants, handed him a datapad.

He accepted it from her and was beginning to look through the information, when he realized Rena was still there and was grinning largely at him.

"Yes, Rena?"

She giggled (What in the world?). "I just have to say congrats, Dr. Connors!"

He blinked. "For what?"

Rena smirked slyly at him. "You got yourself a girlfriend. One who I hear is really pretty!"

Wait, since when?

"And you managed to keep her secret this entire time!"

"What are you –"

To his consternation, he felt himself being propelled forward and leaving Rena behind by someone pushing him.

"Sorry! Gotta borrow him!"

That was Penny's voice. And when they stopped, he confirmed it by seeing her by his side.

"Penny? What's wrong?" he asked, wondering why she'd taken him away.

She gave him a weak grin. "Um, I might have said something in your defense, but might have changed the problem to something else."

Okay, now he was intrigued along with being confused.

"I might have said I was your girlfriend to two SHIELD agents that were talking about you," Penny admitted and Curt was taken aback.

Part of him couldn't help his heart jump up from hearing that, even if it wasn't true. But the rest of him was dejected to know he was being talked about, and from what Penny was implying, it hadn't been good.

"What were they saying?" he asked her tiredly.

Penny looked hesitant to tell him, but he gave her a look and she relented and told him. That made him feel worse, but he had already been determined to find out what was said, so him feeling this way was his own fault.

He felt his hands being taken and he looked to see Penny smiling softly at him.

"That's all crap, you know? That's why I blurted out why I did. _I_ would be more than happy being your girlfriend, though you probably would want and deserve someone much prettier and less of a dork than me," she laughed at herself.

His heart skipped and he completely disagreed with her on that last part.

"So if you need to shut them up, you can always use me," she winked at him.

"I really appreciate it," he told her sincerely. And, before he could change his mind, he asked her, "Could you then come with me tomorrow and have dinner at this Thai place I found?"

She looked surprised and he regretted asking, until he saw her smile delightedly at him.

"Of course! I've always wanted to try Thai…Where do I meet you and what time?"

"6:30 pm by the Triskelion entrance," he made himself say before he chickened out.

"See you then!"

Even as she left him, Curt still wasn't sure what had happened or that he had managed to ask Penny out (sort of, especially since he wasn't sure she even saw and heard him ask it as a date).

There was only one thing he could do. Or rather one person he could go to ask about this.

* * *

If there was one person who could maybe understand him about this, Flint Marko was that person. After all, by now, Curt knew how the man felt for their resident Spidergirl after the whole Reed Richards debacle. And it had become common knowledge that he'd taken Penny out on a date. A _date_ -date. Well, common knowledge to him, Norman, maybe the Avengers…And well, regardless that it had been a date because of strange reasons and circumstances, it had still been a date.

So that's why he was in front of Flint's new room, given to him once he'd decided to join the academy. He knocked firmly and waited, inwardly wondering about his decision to come here. But the door slid open before he could back out, and Flint's intimidating stature filled up the door.

"Yes?" the other man asked slowly, sounding like he wasn't sure what Curt was doing there. Curt felt like he didn't either.

He cleared his throat. "I would like to ask you about something." At Flint's nonplused look, Curt cringed. "It concerns Penny."

"This has something to do about you two going out somewhere tonight?" he asked Curt, catching him by surprise. "Penny was here earlier, asking my opinion on outfits."

At that, Curt gave Flint a strange look, though inwardly he wondered at the two's closeness and how Penny was starting to come to the other man for anything. Still, clothing…

Flint shrugged, noticing Curt's unsure look. "Most of the others are clueless boys from her teams, and her two closest friends are out –Harry because of his coma and that MJ because she's in the midst of an application for the Daily Bugle. Again."

Penny…must actually talk a lot to Flint about everything, even (or especially) about her personal life.

"If you want this as a date, you better let her know," Flint raised an eyebrow at him. "Penny's not…the brightest when it comes to a guy's interest in her."

Curt nodded numbly, feeling strange at receiving this kind of advice from someone like Flint, especially since Flint had similar interests in Penny like him.

"Also, you really make her unhappy when you talk down on yourself," Flint suddenly glowered at him and towered over him (and was it Curt's imagination or did Flint suddenly seem even bigger than he usually was?). "So _don't do it_."

Curt coughed and definitely nodded, though he was sure he didn't tend to do that around Penny except that one time.

He also had a feeling Flint _really_ didn't like Penny being upset and anyone making her upset.

"I didn't think you would be okay talking about Penny with someone else like this, or you would be really…"

"Jealous?" Flint supplied for him. "Yeah, I didn't say I wasn't."

Curt flinched, but Flint wasn't done.

"Doesn't mean I don't want Penny to be happy," he said gently. "Penny's happiness is my main concern. It's the biggest thing I care about, so if she's going out to find her happiness, then I'm okay with that."

Curt examined the other in surprise and in a new light, feeling a surge of deep respect for him.

"You're right. Penny deserves the best," Curt agreed.

"Good, so make sure she has a good time," Flint told him with a frown before going back into his room and closing the door on Curt.

Curt shook his head, but decided he was right. He had to focus on making the night a good one for Penny.

After all, he'd always liked her. Even from the beginning, before ever meeting her, he felt connected to her and couldn't help delving into creating so many spider-themed accessories for her. But then they met and he knew that they would get along well and be good friends. And soon enough, they passed that and became really close, and it wasn't long until that when he realized that Penny was that girl you would cling to, in any matter, just so you can stay close to her and have any semblance of her in your life.

He'd been halfway in love with her the moment they left. And now he was right at that point where if he really fell all the way, there wouldn't be a recovery from it.

But he found that he wasn't all that afraid anymore to just let go and fall.

* * *

Penny was pleased with the startled look and shy glance Curt gave her when she showed up in the red dress that Flint approved for her.

"You look nice," Curt complimented her quietly.

"Thank you," Penny grinned. "Hopefully I don't ruin the dress with the food."

Curt wryly grinned. "It might be a crying shame."

She chuckled and let him take her hand and lead her out. Soon enough, they were in a SHIELD vehicle and he was driving them somewhere. It wasn't too long until they reached the restaurant he'd been talking about, but they stood side by side as they stared at the closed place.

"Well…that –"

"Sucks," Penny finished, and they continued staring at the dark restaurant in disbelief.

Then Penny heard someone calling out about hotdogs for sale and glanced at Curt.

"Hotdogs?" she asked in amusement.

He looked at her, his stunned look turning quizzical. She pointed to the hotdog vendor.

"Er, alright. If you don't mind?" he asked hesitantly.

"I _love_ hotdogs," and she pulled him along, noticing he was shivering.

They reached the vendor and bought two, and Penny then dragged him over to the nearby park, where they found a bench to sit on.

"Cold?" she asked him, noticing him still shivering.

"I get cold easier these days," he revealed to her. "Ever since I first transformed into the Lizard, I found I have a tendency to get cold rather quick."

Penny tilted her head at that, watching him closely. She finished up her hotdog and then scooted closer to him, practically cuddling up.

"I'm warm," she chirped up. "So hold on and try to get warm, okay?"

He put his arm around her and held her close, and she hummed some random song as she looked forward and missed his red face as he held onto her.

Started 5/18/16 – Completed 5/18/16


	9. Hold Onto Me

**Summary for the Chapter:**

> Kraven was always on the hunt. But even he needed a break and a sanctuary.

Penny looked at the man on her bed, snoring away like he had no troubles. She shook her head and grabbed her blanket at the foot of her bed and tossed it over the man.

She never really got Kraven.

The truth was, for the longest time the hunter had been coming to her home, crashing on her bed without a care. He was gentler here though, in contrast to how he was with her when he was playing her villain.

At least he wasn't drunk. In the beginning, he used to come here drunk. These days, he was sober when he climbed in through her bedroom window and tumbled into her bed.

"You apologize to White Tiger yet?" she asked him, poking his figure. He was knocked out, so she didn't get her reply. She just sighed and shook her head, leaving him behind as she went to her kitchen and prepared some tea and maybe a few snacks.

Kraven tended to eat her out of her house when he was there. The man seemed to be able to eat a horse.

"Don't leave, Petrushka," Kraven mumbled, blindly reaching out for her. She rolled her eyes. He seemed to always know when she was leaving the room, no matter that he was sleeping or not.

"Hush now," she grabbed his hand and squeezed. "I'm just getting tea and snacks."

He grunted before falling deeper into sleep. She shook her head and left her room. As she did so, she remembered the first time Kraven had appeared in her room.

" _Nas izvlekut iz pod oblomkov, podnimut na ruki karkas. I zalpy bašennyh orudij. V poslednij put' provodjat nas~"_

_Penny froze, hearing the deep, male voice singing in her room. She was just outside of her door and had no idea who it was or why they were there. But she did get her web shooters around her wrists ready just in case. Taking a deep breath, she burst through her door, alarmed to find Kraven the Hunter sitting on her bed with his back against the wall and his legs sprawled out._

" _Ah, Petrushka! You are finally here!" Kraven said merrily, as if he didn't just come to the city last week just to come after Ava and the White Tiger amulet._

_Penny gave him a strange look, not sure whether to go on the offense or just…stay as is. He wasn't exactly jumping up to attack her or doing anything other than sing drunkenly on her bed. Wait, he was…drunk?_

" _What are you doing here, Kraven?" she asked, not really sure how to take the man's presence there._

_He blinked blearily at her. "I am…reminiscing."_

" _And you had to do that here?" Penny asked incredulously._

_He shrugged and smiled crookedly at her. "You are very good at being peaceful and not judgmental. I need that."_

_She stared at him, but he'd gone back to singing in Russian. He patted the spot next to him and she just sighed and came over, tentatively getting on her bed and crawling over to sit next to him. He was a large guy, so he took up a lot of space and she was a little too close to him for comfort. Still, he didn't do anything._

" _What are you singing?" she asked curiously. She recognized the language, even if she didn't know how to speak or understand Russian._

" _It is an old Russian war song," he told her as he shifted on the bed to get more comfortable, and uncaringly rubbing up against Penny in the process. "I will write it down for you sometime, Petrushka!"_

" _And why are you calling me that?" she asked irritably, since she had no idea what it meant._

" _It is Russian for Peter –your first na –" She covered his mouth and narrowed her eyes at him._

" _Don't say that!" she hissed at him. "And how do you know that anyway?"_

_She didn't know how he knew that, and she didn't know how he knew where she lived (which was more worrying) and who she was. Not even Harry or Mr. Osborn knew that her name was actually Peter Penelope Parker –a plague on her that her parents blessed her with. They had ordinarily thought she was a boy, found out she wasn't, and decided Peter was still a good name. To make up for the boyish first name, they went with the old-fashioned Penelope for her middle name, to which she went by these days or rather the shortened version of Penny._

_So how did this guy find out?_

" _Ah, ah, Petrushka," Kraven chuckled. "I am a hunter. I must find out all about my prey –So Spidergirl lives here, and calls herself Penny, yes? Cute, little one."_

_She should call Ava. This was technically her problem, since Kraven was the man Ava had beef with. Even if he seemed fascinated and attached to Penny._

" _Petrushka, you smell nice," he muttered, and she realized he had slumped over to his side against her, and had rested the side of his face against her head._

_She didn't have the heart to push him off, even though she had freaked out for a moment._

_So when he fell asleep, she somehow ended up doing so too. When she woke up in the early morning, he was already gone._

Penny hadn't really gotten why he came to her then (still didn't), but she had let him in once and he'd come back several times without invitation.

" _If you're coming back here again and making this a regular reoccurrence, you know I'm going to tell White Tiger about this," Penny told him exasperatedly when he came a second time, though she didn't say her teammate's name. He was probably already aware, since he knew who Penny was._

" _Hn," he said uncaringly. "Da," he said to her, sounding confirming, but she didn't know what he was saying anyway. She needed to learn Russian. "Petrushka, do you have vodka around here?"_

" _No," she said in annoyance, huffing as she began cleaning up her room and putting things away. "Why would you think_ _ **I**_ _have vodka in the house? And my aunt doesn't drink, not unless it's wine."_

" _Too bad," Kraven waved at her dismissively. "Vodka is very good. You should try it."_

_She gave him a deadpan look that he ignored, so she just said forget it and went back to what she was doing._

" _I poletjat tut telegrammy, rodnyh i blizkih izvestit', Čto syn vaš bol'še ne vernetsja, I ne priedet pogostit'," Kraven hummed after._

" _What is it called, the song you're singing?" Penny couldn't help her curiosity._

" _Find out!" Kraven chuckled, and she tried really hard not to pout._

" _Will you apologize to White Tiger? You know, about…what happened?" Penny brought up suddenly, asking awkwardly._

_Kraven's face turned serious and he turned his head away from her. She decided that was probably too much right then, so she stayed quiet too and focused on her task._

"You are here now," she heard Kraven speak, and she stopped remembering and turned to face him as he leaned heavily against the entrance frame to the kitchen.

"I said I was getting tea and snacks," she said idly when she took the hot kettle carefully off of the stove.

" _Da_ , I vaguely remember hearing you say that," Kraven muttered as he trudged heavily into the kitchen and sat at the table. "Your Aunt May is sleeping. I was careful to not be loud, Petrushka."

Penny snorted. "Looking at you, that's almost hard to believe."

"I am a hunter! A great one too," Kraven said proudly. "Of course I can be stealthy."

"Did you apologize to her?" Penny asked again, since he was awake, and his beaming face turned brooding as he glared at the table.

" _Nyet_ ," by now, she knew how 'yes' and 'no' was said in Russian.

"Will you one day?" she asked, keeping her tone light as she fixed the tea to their liking.

"I will try."

That made her pause and she chanced a glance at him. That was the most he was able to say on the subject since she'd decided to confront him about it.

"Have you talked to your brother?" she changed the subject, though she knew that it was another thing Kraven tended to shy from.

But he spoke more of it than he did of anything to do with White Tiger and the previous incarnations.

" _Nyet_ ," Kraven tapped his fingers agitatedly on the table. "Dmitri was easy to find. He just does not…wish to talk."

" _I had a brother," Kraven said, visiting for the tenth time. "His name is Dmitri."_

" _Had? Is?" Penny questioned him._

" _He does not want to associate himself with his family, especially…me. I was the older brother; he respected and admired me. He also resented me. In Russia, we are very…harsh with each other, especially in family. My father was war veteran from second world war –my mother from an old aristocratic family. That made it especially hard. Our father was hard on us, especially me. I was harsh on Dmitri in turn –abusive you can say. Our family was not a…good one."_

_Penny felt sympathetic at that and tentatively reached for his shoulder._

" _You should try to find and contact him," she suggested. "Maybe it's time to let go of the past and move on?"_

Penny, in the present, reached out again and grabbed his shoulder. "I don't think you should give up."

Kraven grunted, accepting the cup of tea from her with a frown. "It is more likely for me to give up the hunt than for him to want to talk again."

"Maybe you should," she laughed lightly. "Give up this whole hunting business and leave me and mine to our hero jobs. Maybe just be a TV reality host of your show –like the Crocodile Hunter."

He lightened up and laughed boisterously, though he took care to keep his voice low. "Ha! You think you will be rid of me? Why best wild, lame animals when I can hunt the great Spidergirl and show world I am greatest hunter?"

Penny snorted. "I'm not so great a catch, Kraven." Like literally. Especially not in the 'girlfriend'/potential interest kind of way that phrase is usually meant for.

Lost in thought, she didn't catch Kraven getting up until he was practically in her face when she turned from the counter and was cornered by him. Trapped against the counter as he placed his large, muscled arms on either side of her, she blinked up at him in shock.

"Er, ever heard of personal space?" she weakly joked.

" _Da_ ," he said but still didn't move. "But you are _greatest_ catch of all time," he said with emphasis, glaring intently at her and saying it purposely. "So do not put yourself down as if you are something weak and boring."

He backed away then and she watched him in slight confusion, though feeling oddly flattered for some reason. She had a sense there was something more to what he said in regards to her, but she wasn't sure what.

She took a deep breath. "Um, thanks."

He nodded distractedly, sitting back down. She turned to the counter to continue making sandwiches.

_There goes the drunken singing again. She sighed as she entered her room, where expectedly the hunter lay on his front on her bed._

" _Mašina plamenem ob''jata, vot-vot rvanet boekomplekt. A žit' tak hočetsja, rebjata, I vylezat' už moči net~"_

" _Where'd you learn the song from?" she asked, trying to get some info on it._

" _My father," Kraven muttered, forcing himself to sit up. "He learned it from his war, and when I was born, sung it a lot. Too much," he said under his breath. "War change man, you know?"_

_She tried not to read between the lines._

" _Nas izvlekut iz pod oblomkov, podnimut na ruki karkas. I zalpy bašennyh orudij V poslednij put' provodjat nas~" Kraven sung some more, grabbing a piece of paper and a pencil from Penny's side table. He scribbled something on it, before handing it to her. "There! I told you I would write down song for you."_

_In Cyrillic, Penny could guess it was what was the lyrics of the song. Not that she could understand it. She had just started learning Russian because of him._

" _About time," she said in amusement, though idly she wondered again why Kraven chose to keep coming here._

" _Smells wonderful, Petrushka," he mumbled and she scrunched up her eyebrows in confusion._

_She looked to him and saw he was back to laying on her bed and unconsciously rubbing his face against her pillow._

_Penny turned red and tried not to sniff at herself._

"You really should have vodka around here, Petrushka," Kraven picked up his tea, eying it as if he was gauging how much vodka he'd like to slip into it. "Good for soul, it is."

"Mmhm. Whatever you say," Penny replied doubtfully.

Hearing nothing back, she turned from the counter to see him at the table with his head in his hands. Biting her lip, she hesitantly came over and wrapped her arms around him, pulling him a little closer.

"In the corner, the old mother will cry, the father old man will drop a tear. And the young bride will never know what was the end of the boy. And there will remain a dusty picture, on the shelf with yellowed books. In uniform, with epaulettes. Now he is no longer married~" she sung the last few lines of the song he tended to sing around her, though in English.

He chuckled roughly in her arms.

"Ah, you learn Russian song, Petra?" he shortened the traditional 'Petrushka.'

"Mm," she just said quietly, squeezing him.

His heavily callused hands reached for her arms and grabbed tight, not letting go. Penny let him and didn't move away.

She still wasn't sure what was up with him, why he came here and to her, but she got bits and pieces.

And maybe that was enough for now.

Started 5/20/16 – Completed 5/21/16

**Notes for the Chapter:**

> I don't know why I love Kraven. I suppose because one of the first Spider-Man fics I read before deciding to write this story was a fem!Peter/Kraven story, which despite its flaws I was really amused and got attached to it, hence the need to write him into this story and be one of the main guys. So I hope you guys liked this chapter and enjoyed my version of him! Please remember to review~
> 
> Quick Points:
> 
> 1\. Petra/Penny: Usually when I do genderbenders, I tend to use the closest translation of the name as possible (and/or try to use the original name somehow). I almost went with Petra before writing this story, because literally Petra equals Peter and I already liked the name from Minecraft Story Mode. But I'd gotten really attached and used to Penny, so I ended up using it instead. But I compromised! I had this idea for the Kraven chapter long, long before about him using Petrushka/Petra for her because her name was actually 'Peter' and I did manage to be able to use the original name in the end XD
> 
> 2\. Kraven's song: Is an old Russian war song called "Na pole tanki grokhotali", which I learned and first heard about from "Daredevil" (haha, Marvel~).


	10. Cotton Candy Heart

**Summary for the Chapter:**

> Flint's got a date and he's going to make it as special as he can for Penny.

**Notes for the Chapter:**

> The end of this chapter is for V-bird~

If Penny was tapping her fingers in an exasperated fashion, then she couldn't help it. She was going to be late.

But Mary Jane wasn't someone one can just say no to. And once she got her hands on you, she won't let go until she got what she wanted. And what she wanted from Penny right now? Details about the fact Penny had gone on a 'date' and hadn't told her anything about it. Of course, there was the one with Curt recently too (she'd nearly had a heart attack when he'd told her that it was one, once they'd started heading back after eating the hot dogs), but MJ didn't know about it and she wasn't about to enlighten her.

But somehow or other, Mary Jane had found out about Flint and that he'd asked her out that one time. Who in the world does this girl end up talking to?

"Mary Jane –" she started and Mary Jane made a face.

"Ugh, Penny! You always end up saying my name in full."

Penny scratched the back of her head. "Uh, oops? Sorry, MJ. Anyway, it's not really that big a deal. And there's nothing much to it –we just went out together and had fun, then he dropped me back home."

Well, there _was_ a little more to it, but she was on limited time, MJ didn't need to know all of it, and plus Flint hadn't exactly brought her back home so much as she had delivered him back to the Triskelion and went back home herself (so it's more like _she'd_ dropped _him_ 'home').

But Mary Jane glared at her and gave her _the look_ and Penny sighed and resigned herself to at least spending a bit of time telling her female best friend about it. Where was Harry when you needed him?

"Details," Mary Jane reiterated. "I didn't even know about the guy! Who is he? How do you two know each other? Where and when did you meet? What does he do? Come on, Penny!"

"Alright, alright!" Penny nearly face palmed, and inwardly agreeing that Mary Jane really was destined for the Daily Bugle. "His name's Flint. We met each other…at my work." She needed to find a way to explain what her 'work' was to Mary Jane without actually saying what it was. "We're good friends. He…he does beach stuff."

' _Beach stuff?'_ she inwardly winced.

"What does he look like?" Mary Jane didn't even pause.

Penny blinked. "Er…brown hair. And eyes. He's, uh, tall. 6'1" actually," _'usually,'_ Penny quipped in her mind. "He's pretty stocky –"

"The well-built, broad-shouldered kind?" Mary Jane interrupted her.

Penny thought a moment, imagining Flint, and nodded. She smiled a little. "He's definitely got broad shoulders and big arms. Yeah, his arms are _definitely_ nice…"

Mary Jane made an amused sound that brought Penny out of her daydreaming.

"Big man with broad shoulders, huh?" Mary Jane smirked. Penny blushed. "Who would have known cute, innocent Penny would finally be attracted to someone? Aw, my little Penny's growing up! Still, didn't think the solid built, muscled guy was your type."

Penny sputtered, trying to refute but just ending up looking silly. "I don't have a type! And Flint's just a friend!" she shrilly denied.

"One, I never said Flint was anything," the other girl's smirk grew. "Two, you sound like you're in denial and you're overall just denying a little too much to sound honest about that."

Penny grabbed a pillow off her bed and threw it at Mary Jane, who just laughed and dodged that.

"Never mind all that," Mary Jane controlled herself. "Tell me about the date already!"

Penny hesitated, but it wasn't like Mary Jane would just let it go. Might as well…

"Well, it went like this…"

_They made it onto the bus in the nick of time, but once they found seats, they sat there kind of awkwardly next to each other. It was late and there wasn't many people on the bus, but there were still a few stragglers that made it feel strange trying to talk to one another there. So instead, they suffered through an awkward bus ride that only stopped at about 20 minutes later._

_The both of them let out sighs of relief as they exited the bus, to which the both of them laughed quietly and gave each other grins._

" _Maybe we can just walk back after," Penny said wryly. "A long walk's not going to kill us."_

" _No, I suppose not," Flint agreed in amusement. And, well, they'd be able to spend more time together and talk more…_

_Penny inwardly shook her head. Well, that_ _**was** _ _important. She and Flint should get to know each other, especially if they were going to be working together and become teammates. Fighting together and having each other's backs meant it was important that they knew each other and how they worked and thought like._

_Yes, that's it._

" _So…I hope you don't mind this place?" Flint's tentative voice reached out, and she broke out of her thoughts to look at him. She gave a quick smile and then looked around to see where they were._

_She blinked and nearly gaped. They were standing in front of the carnival that was in town. He brought her…here?_

" _Oh…you brought me…to a carnival?" she asked, feeling delight creep up on her._

_He cleared his throat in more obvious nervousness. "Yes. Do you mind?"_

" _No way! This will be great, Flint! We'll have tons of fun here together," she said, not seeing him jolt slightly at the last word._

" _Yeah, together," he mumbled and then he reached out a hand and took hers, and she barely paid attention to that. He sighed in relief and held on tighter._

" _Awesome, man! I want to go on the rollercoaster, get some cotton candy, win prizes…" If she was chattering nonstop, she couldn't help it. She loved the idea of being here and was glad Flint had thought of bringing her to a carnival._

" _O-okay," Flint stuttered, caught off guard by her enthusiasm. "What do you want to do first?"_

_She thought about it before giving him the biggest grin ever._

" _Rollercoaster!" She gripped his hand tightly and practically dragged him all the way over to it. He kept up though, and was unable to keep the smile off of his face._

_This. This was what could've, should've happened, instead of that wreck with Batroc._

" _Whatever you want, Penny," Flint spoke up then. "We can do whatever you want tonight."_

_Penny pumped a fist in the air. "Awesome! No one ever wants to do thrill rides with me. Harry hates them and Mary Jane's worse. And the others never have time to hang out and do stuff like this. Not that I do either, but still."_

_So they went on the rollercoaster and then all of the other rides Penny wanted to go to, ate some pretzels and hotdogs before moving onto cotton candy that they shared, and then they were eating that while heading over to the games._

" _That's cute," Penny mused, eying the cute piglet stuffed toy that was one of the prizes (it reminded her of Spider-Ham). There was dog and cat beanies for the minimal prize, then weird monster things for second place prizes, and the cute piggy plush was the top prize._

_It was also for the high striker game._

" _Step right up!" the guy in charge of it yelled enthusiastically. "Test your strength! Are you a boy or a_ _ **man**_ _?"_

" _You really want it?" Flint turned to her curiously._

_She became flustered, holding up her hands. "I-it's alright, Flint. I –"_

" _Hold on a moment, alright?" Flint interrupted her, giving her an eager smile as he then turned towards the guy and walked over to the game._

" _Welcome to the Strongman Game, sir. Care to test your strength?" The game operator held out the mallet._

_Flint took it and readied himself in front of the level tower, and Penny walked closer to watch. He brought up the mallet and then swung. The mallet broke while the puck rapidly rose up and not only hit the bell at the top, but burst through it._

_The crowd, incredulous, cheered while the operator stared and gaped at Flint, who blushed and stuttered out apologies. The operator silently handed over one of the pigs and Flint hurried over to Penny, handing it over to her. She gratefully accepted it and cuddled the toy, taking Flint's arm and walking off._

" _You used a little of your power to make yourself even stronger than usual," Penny said knowingly, snickering quietly._

_He coughed and blushed again. "Just a bit. I'm strong naturally, but it was just in case. You know, if they'd rigged it…"_

" _Thank you," Penny said sincerely. "It was really sweet of you, Flint."_

_She stopped and stood on her tiptoes, planting a kiss on his cheek. She didn't really think much of it, but he did._

" _Ohh, arcade games! There's DDR! Let's go, Flint!"_

"Wait, you made the guy go DDR with you?" Mary Jane gave her a strange look.

Penny's face was beaming. "Yes, why not? And he did it with me! You or Harry never play that with me."

"One, I don't like it. Two, Harry sucks at the game," Mary Jane told her blandly. "He only tries sometimes for your sake."

She was really tempted to pout at the red head.

"Besides, sounds like he's really got it in for you," Mary Jane smiled like the cat who ate the canary, and it weirded Penny out.

"N-no, it's nothing like that," Penny weakly protested. She looked at the time and started to freak out. "Oh, I really am going to be late!"

Mary Jane gave her an exasperated look. "What's so important that you're freaking about the time for? You got to study with Harry or something?"

Penny hid her flinch because she knew where and how Harry currently was.

"No," she huffed at her friend. "Actually, Flint –" Penny stopped herself and her cheeks reddened a little. "Um, he asked to go out again…"

"You have another date?" Mary Jane exclaimed. Penny was going to protest that it wasn't, when she was cut off. "Why didn't you just say so in the first place? I would have put this off for later on!"

She yanked Penny off to the closet.

"Now where are you going so I can figure out what you're gonna wear?!"

* * *

Flint combed his hand through the sand. Part of him hated it because of what he'd become, but for the same reason he also reveled in it. Maybe this hadn't been such a good idea to invite Penny to the beach-like part of the Triskelion…

"I'm sorry I'm late!" he heard Penny cry out, and he was already smiling before he got up and turned to face her.

He felt the smile on his face freeze as he stared at her, taken aback by the off-white, unlined crochet dress that did nothing to really hide the bikini suit she wore underneath it.

Swimming? Were they swimming? Christ, he hadn't actually thought of that when he'd invited her here, but it's obvious a thought when thinking of beaches...

"H-Hi," he forced out, his voice sounding off, even to himself. "You, uh, look nice."

She looked both pleased and contrite. "Thanks. Um, my friend heard I was going to go to some sort of beach, and she decided to force me into it, even though I was sure I'd look silly."

Silly? No. Sexy? Yes.

Flint blinked and shook those thoughts out of his head, holding up the picnic basket. "I asked the kitchen staff to prepare something. I haven't looked in yet, but we can eat dinner out here while the sun's going down?"

Penny looked excited and pleased, so they sat down on the sand and set the basket between them. They looked in it and found nothing wrong with the sandwiches and fruit…but the champagne bottle was a little too much.

"I'm not old enough to drink," Penny said in amusement, though she had ended up drinking a few times with the Avengers (mostly Tony).

"I don't really like champagne," Flint admitted.

"Well, I think the kitchen staff was trying to give you a romantic boost," Penny giggled, picking up a card from the basket that said "Good luck! Love ~Kitchen Staff". "I doubt they knew you were just coming out here with me."

"On a date," Flint casually added, jokingly reminding her. She easily turned red, and he thought that maybe he should keep score with the other guys.

It was really fun trying to make Penny turn red, and she looked incredibly cute when she was.

Penny picked up the two champagne glasses and he popped the bottle open, pouring it into the glasses when Penny held them up to him.

"Cheers!" Penny said cheerfully.

Flint's lips twitched up and the two of them ate the food and caught up on things, refilling the glasses with champagne every time they finished. Oddly, Flint noticed that Penny was already getting a bit tipsy. She was certainly getting more giggly…

"Let's go run on the sand!" Penny got up excitedly, swaying once she was up though.

Alarmed, he got up and helped steady her. "I don't know," he said doubtfully.

"Tag!" Penny practically tackled him, catching him off guard.

The force of it caused them to roll a few times in the sand, especially since Flint was carefully holding onto her and trying not to crush her with his weight. She giggled again once they stopped, and she ended up on top of him. He gazed up at her in a daze, seeing some of her hair loose from the messy bun she had it in, as well as the sunset in the background somehow making her look like she was glowing.

His hands automatically flew up and grasped her waist, and he rolled them over until he had her pinned against the sand and he was hovering over her. She kept on smiling and tilted her head, which worsened his condition.

"I really hope you're too drunk to remember this," he said, utterly strained and screwed.

Flint leaned down and kissed Penny then.

Started 6/1/16 – Completed 6/3/16


	11. Silent Echoes

**Summary for the Chapter:**

> The Collector's ship is lonely and has too many echoes. Penny's presence is a welcomed effect.

The cold metal glided against the tips of her fingers as she walked along the corridor. It was quiet and unnerving, but there was a tranquility too.

"So my brother's toy is here," a condescending voice drawled, obviously sneering at her presence and interrupting her sense of the tranquility.

She turned and watched The Grandmaster warily. She didn't answer him, keeping her face (even underneath her mask) expressionless.

"Say, _I've_ got an idea," The Grandmaster said, suddenly sounding cheerful. "Why don't we play a game?"

"I don't play games," Penny said immediately, even if it was a bit of a lie.

"Come now, don't be so boring," he said slyly, sidling over.

"I don't," she said shortly, tensing up. "Especially with sore losers like you." _'Or sore winners,'_ she mused, remembering the usual with him.

"How mean," he said dryly. "It'll be fun, Spidergirl. Let's just play 'Which brother is best?' I'm curious to know which of us will you come to like better!"

"That one's easy," she started even drier than him. "Taneleer obviously."

That took The Grandmaster aback. "So you know my brother's name, do you? And yet that's unsurprising that he would share his name with his favorite toy."

"I'm not a toy," Penny rolled her eyes.

He waved dismissively at her. "Nonetheless, I'm bored. Taneleer refuses to play any game with me, and I've been stuck on his ship ever since you callously cheated in that last game of ours."

Penny mumbled something and turned from him, continuing on her way, letting her fingertips glide against the metal of the spaceship again. The Grandmaster's mocking laughter echoed from behind her.

"Run along, little toy! Go on! Find Taneleer and go to amuse him!"

She kept walking away, ignoring him.

"I'm not a toy," Penny mumbled.

A few corridors later led her to a larger space, where obviously The Collector kept his collection of things he'd gathered over the vast number of years he's been alive.

"Hello, Spidergirl," she heard him and she turned with a small smile at the ancient being.

"Hi, Taneleer," she greeted and kept still as he examined her head to toe from his spot.

"You are tense," he observed. "You must've run into my brother," he said knowingly.

She grimaced. "Is he always so aggravating?"

"You met him last time," The Collector answered in amusement. "I've lived with that for millennia."

Penny didn't want to talk about The Grandmaster anymore, so she glanced around and started to walk. The Collector elegantly walked beside her, a certain distance kept (and sometimes crossed when she daringly stepped closer and he shyly flinched before leaning closer into her space as well).

"Why the visit?" she asked curiously, keeping her eyes maintained on the curiosities around her.

"Perhaps I just grew tired of having just my brother around."

She laughed loudly, which echoed in the chamber (it brought a smile to his face that she missed).

"I'll bet," she agreed. Her eyes trained on a withering strain of…red rope-like matter. She took a step towards it, but The Collector's hand snatched her shoulder and kept her from going up against the glass.

"That is what is called the Aether. It is a very dangerous but powerful weapon that was given to me by the Asgardians after they recaptured it during an incident."

She wondered what incident, but he didn't elaborate so she didn't push. For now –there was only so long she could contain her curiosity before she became nosy after all.

"And that?' she pointed to a glowing cube thing.

"The Tesseract."

Her eyes widened and she stared at it in awe and a little bit of fear, though she wondered at its presence there, considering last she heard it was supposed to be on Asgard. She still remembered the alien invasion of New York all those years ago. That thing had caused so much destruction…

"Come. I believe I will have something that will interest you," The Collector took her shoulder again and turned her, directing her towards another area. They stopped in front of a bright crimson gem that Penny could feel was powerful, its natural red tint and shine drawing her closer.

"It's called the Crimson Gem of Cyttorak," The Collector interrupted her, voice soft and alluring. "It's very powerful and can grant one indestructibility. The gem is said to contain a 'Crimson Cosmos,' an entire dimension where time does not pass."

That was incredible. Penny eyed it, wondering what having such a dimension could do for her and her team. They could do some crazy _Dragon Ball Z_ stuff, training there for all sorts of 'nonexistent' time, and come out to find no actual time had passed at all for them on Earth.

"And over here, I have…" The Collector, like a gentleman on Earth, arranged her hand around the crook of his elbow and began to lead her around, showing off his collection and telling her about them.

"Do I count as a collector's item?" she joked later, referring to her title of being his favorite possession of his heroes, doubling it with the Earth term (and triple puns intended, thank you very much!).

"You are not a toy or an item," he said simply and she glanced at him in surprise. "I 'collected' you and the other heroes before because I admire all of you and am fascinated by the likes of you….especially you, Spidergirl. But I do not think I can ever truly 'collect' you…Penny. Even without the promise I gave you to never collect on Earth again."

She smiled warmly at him. Having an Elder of the universe be so fascinated and fond of her was kind of strange but awesome. It felt nice too though.

Even if most of New York didn't appreciate her, it was way more cool to have someone like The Collector be so appreciative of her.

* * *

He watched Penny from a distance, letting her childishly run around the large space in his control room. She swung around, jumped high, twirled like those little Earthen ballerinas…But he paid the most attention to her expressive face, her mask discarded and held tightly in his hand. He was almost tempted to ask her if he could keep it for his collection, even if there was no true value to it except for himself.

Taneleer was an old being and he had seen many things in his lifetime, long that it was. But Penny somehow was and wasn't something new to him –she did feel like a bright spot in his life, something fresh and lively that scattered the monotony of things for him.

She was his favorite hero. That he didn't deny, and he acknowledged that when the Contest of Champions happened, he made no attempt to hide that or downplay it. Spidergirl was and will always be his favorite –a particular attachment that he accrued to her from a distance, and could only grow and cement itself as he played his brother's game with her and eventually alongside her. That she so helped him overcome his feelings of inferiority against his brother, made him believe in himself and his ability to win…how could he not favor her beyond and above all else?

Of course he would be biased and she would have his favor.

She spoke to him of bonds. Special relationships that were treasured amongst loved ones. He hadn't known it, not with his brother, but she'd inspired him and made him want to know those kinds of bonds. To _have_ those kinds of bonds.

Looking back, he had already unknowingly had one with Penny.

Penny who was kind and sweet, honorable as Spidergirl, good friend and loving to those whom she would always extend a hand to. His heart swelled for some reason, and he acknowledged she had become his prime focus in this universe.

A collection of collections, and the most precious and most valuable thing to him was actually a person. A human at that. But Penny wasn't an ordinary human, and he had come to adore her and want to be in her presence all the time. A constant ache persisted in him, a near impossible to identify feeling that encompassed him whenever he was around her or thought about her.

But a distance he kept, because he had always kept his most precious things at a distance. To protect them, keep them in perfect condition…to always admire from afar…

His brother had always ruined everything by touching. He hadn't wanted to be the same way, and had learned to keep all the things he collected in a safe distance to protect them and never break them. A broken Penny was out of the question, especially now that his brother seemed to start to feel eager to 'play' with her…

"You okay?" he heard Penny ask him and he saw that she was done playing around, smiling brightly at him as her face was flushed from exertion and sweat had matted her hair to her face.

"Content," he answered. "I feel content and at ease."

"Good. Now come on!" Her hand slipped into one of his, the warmth of it seeping into his ageless skin. When she squeezed his hand, he felt his heart speed up and he wondered silently at that.

He allowed her to pull him away from his spot, dragging him to wherever she wished, as he was willing to do as she bid whenever and wherever.

He wanted to keep a distance, but she wasn't one to let him (and he truthfully didn't want to).

And so the halls of his ships had a silence that would be imprinted with her from now on, he would now believe…

* * *

"Sooo…where's Penny?" Kid Arachnid –Miles –asked the others. Amadeus, seeing shrugs in return, wondered if he should speak up.

Mr. Osborn had straightened up unnoticeably, but Amadeus had managed to catch it. Flint also perked up, but by then Amadeus (and others) had put him –in concerns to Penny –as a given. Even Dr. Connors seemed to be watching carefully.

Lunch hour, when Penny was missing, always seemed to be such an event.

"Haven't seen her around today," Scarlet Spider –Ben, Aunt May had named him –spoke carefully. "Anyone?"

A choruses of "no's" answered him, and Amadeus continued the debate within his head. Though honestly, who could have missed The Collector's ship hovering nearby early that morning? Sure, it wasn't around now, but it had clearly been hovering in plain sight as it waited for Penny.

"She left early this morning," Amadeus reluctantly admitted. At the stares, he felt himself grow nervous and even sweat a little. "No one saw?"

"No," Ben said sharply, an undertone of protectiveness being heard through the roughness of his voice.

While having his teammates' stares on him was undoubtedly stressful, it was the narrowed-eyed gazes coming from the three adults that had him wanting to run away.

"Early this morning, The Collector's ship appeared. Not long after that, Penny went on it and it disappeared. I heard around that she was visiting The Collector and would be back. Later probably."

Man, this was so troublesome. Penny owed him. She had better set aside time for _him_ and they could go bowling or something, make up for Amadeus always having to deal with stuff like this…

"The _Collector_?" Nova asked incredulously. "Seriously?"

"Well, she _is_ his favorite hero," Power Man answered hesitantly.

"She is?" Flint asked in confusion.

"Oh yeah," White Tiger replied with a laugh. "Remember the whole Contest of Champions? He hadn't hid that fact from anyone. He's pretty biased towards her."

Nova clutched his hands at his helmet. "B-but! This is The Collector! Old, ageless, Elder of the _universe_! Does no one else find that strange and awe-worthy?"

"Not saying I don't," Amadeus shrugged, picking up his tray. "But it _is_ Penny."

He picked up his juice too, finished it off, and threw away his trash before he walked away from the room full of heroes who'd broken out into chatter.

Penny definitely owed him some hang-out time.

Started 6/10/16 – Completed 6/10/16


	12. You'll Be Alright

**Summary for the Chapter:**

> Harry's always got Penny's back. He always does. But the one time he doesn't…

**Notes for the Chapter:**

> Warning: Non-descriptive sexual assault scene.

Penny felt her eyes drooping, but she sat there and held Harry's hand. She wasn't going anywhere that night and she didn't have anything to do. Right now, she was going to spend time with her best friend, though she knew she should have been doing so a lot more back when he'd actually been awake for her to be with.

Harry…Harry always had her back. She should have had his.

"Go to sleep, Penny," Norman's voice ordered her, and she turned halfway in her chair tiredly. "You look exhausted."

"I'm fine, Norman," she murmured, giving him a small smile. She turned back to Harry and squeezed his hand.

She heard Norman sigh. "If you're not going to leave our side tonight, then at least get comfortable."

Penny was startled as she saw Norman push one of the other hospital beds closer to Harry's, fixing the middle railings down and latching the two together. He gestured to the bed and gave a pointed look to her, and she hesitantly went over. Toeing her shoes off, she climbed onto the empty hospital bed and then reached out to grab Harry's hand again. She felt her eyes become heavy.

"M'sorry, Harry," she muttered before sleep claimed her. She missed the odd look Norman gave her at that…

_"It's Locker Knocker time!"_

_Penny inwardly groaned, wanting to just become invisible right then. She waited for the inevitable, only to hear a welcomed voice._

_"Back it off, Flash," Harry came into view and stood by her. She turned around and faced Flash as well, holding her head high. The blond looked hesitant before huffing and rolling his eyes._

_"Whatever."_

_When Flash walked away, Penny turned to Harry ad threw her arms around him._

_"Boy am I glad to see you, Harry!"_

_He chuckled in her ear, hugging her back. "You know I got you."_

_Penny pulled back, giving her best friend the biggest grin ever. "You know, I'm really lucky to have you as a friend. Without you, I'd probably be real miserable all through high school, Harry, you know that?"_

_Harry gave her a crooked grin. "Nah. You'd scrape by somehow. Now come on, we'll be late for our next class!"_

_Penny nodded, latching happily onto Harry's arm as they began to walk to science, though she caught a glimpse of a group of jocks in the corner. It might've been her paranoid imagination, but it looked like they had been watching her…_

_After school ended though, she had taken her camera to the park and thought she'd try for evening photos. But that evening, she felt uncomfortable as she walked around. More so when she realized that there was no one around her._

_"Well, if it isn't Puny Parker," she heard someone mockingly say._

_Turning around in nervousness, she saw one of the jocks from earlier grinning unkindly at her. Then three more came out and she felt herself involuntarily back up._

_"W-what do you want?" She hated how her voice was so shaky and showed how afraid she was._

_"We just want to play a little bit," one of the others snickered. "Don't you want to play with us?"_

_"N-no thanks," she muttered, turning around and stiffly beginning to walk away. She wasn't going to play this stupid 'game' with them._

_"What? No Osborn to back you up, so you're going to run away?" she heard them call out from behind her._

_"You suck him off, Parker? Let_ _**him** _ _play with you?" Damn it, their voices sounded like they were coming closer and not going away. She made her feet quicken up._

_"Hey, hey! Is it 'cause we're not rich?" One of them catcalled and Penny broke out into a run._

_She ran as fast as she could, not looking back behind her. One of them somehow appeared from her side and pushed her and she cried out. She quickly refocused and kept running, but she got it. That guy hadn't taken her down after that. They were 'playing' with her._

_She sobbed and cried embarrassingly, but they all kept laughing as they ran her ragged and kept pushing at her at intervals, ripping her clothes as they grabbed at her. But even as they did, so long as they were distracted, Penny could grab her phone and speed dial Harry. And though she couldn't speak into it without alerting those boys that she had called someone, she knew that her crying would attract Harry's attention and he knew she would be there._

_"Please come, Harry," she whimpered to herself, but was then yanked back and thrown to the ground._

_"Aw, Puny Parker's given up, I think. Had enough?"_

_She bit down on her lip, refusing to answer them or even look at them. But when three of them held her down and one of them bent between her legs, she thrashed about as much as she could. She refused to make this easy on them._

_'Please come, Harry. Please come. PleasecomepleasecomepleasecomeHarryHarryHarry –'_

_"Stop it!" she screamed at them, one of her legs getting loose and managing a kick at someone. She knew it connected when the boy yelped._

_"You bitch!"_

_They were groping at her and all she could do was scream and yell for help. She did her best to thrash around, but there was four of them and one of her, and she was much smaller than them and not as strong._

_"Get off of her!"_

_She could almost start crying in relief, hearing Harry. The boys immediately jumped off of her and ran away, and soon enough there was Harry, picking her up from the ground and she was clutching at his front and crying into his silly, dorky sweater vest._

_"Shh, it's okay. It's okay. I'm here now."_

_Penny wasn't sure she was okay._

* * *

Norman stifled a yawn, wiping a hand down his face. He was tired, yes, but he wasn't up to falling asleep in a chair. He continued to watch over his son and his eyes traveled over to Penny, who had easily and quickly fallen asleep as soon as he'd brought the other hospital bed over and had directed her to it.

She really had been such a bright spot in his family. Without her, what would he and Harry do with themselves?

He then looked to their clasped hands, feeling a strange twinge at seeing them, before he sat up when he saw that Harry's hand had tightened around Penny's. He looked to Harry's face to see if there was any sign of him waking up, but though his son's face had changed from before, Harry didn't look like he was waking up and instead looked rather troubled.

"What on earth are you dreaming of, son?" Norman muttered, watching him carefully.

He had a feeling it wasn't anything good.

And somehow, what Penny was remembering in her dreams, Harry too seemed to be latching onto the same memories and remembering that time too. It hadn't been such a good time and even in his comatose state, it wrought a sense of anger and helplessness he had never been happy feeling in regards to Penny.

He had Penny's back after all. He always did. But the one time he didn't…

_"Damn you, Dad," Harry grumbled to himself, almost slamming his bedroom door._

_After another argument with his father like that, he just wanted to lock himself in his room and stew in his anger. He was tempted to call Penny, because talking to her or even just being around her always helped. He didn't though, but he was in a bad mood and he wasn't sure if he was going to be prone to taking it out on her. He had a habit of doing that, and he didn't want to do that to Penny._

_But his father always made him so angry and upset!_

_"Speak of the devil," he grunted softly as he looked at his phone when he heard Penny's ringtone. He answered it, but didn't hear her greeting him like he expected._

_Instead, all he heard was Penny crying and yelling and he knew that she was in trouble._

_Rushing out of his room and out of his penthouse, he went into the elevator and almost screamed in aggravation at how slow it seemed to him. As soon as it hit the ground floor, he ran out of it and called out his driver immediately, having him meet him up front. As soon as he got out of the building, he saw his ride and jumped into the limo's back and yelled the address to his driver._

_He was on edge the entire time, and could barely get a hold of himself once the limo stopped and he ran out of it, searching all over the park. It took a while, almost too long, but he heard her screaming and finally found her._

_His blood boiled and he felt furious as he saw some assholes pinning her to the ground and touching her inappropriately._

_"Get off of her!" he yelled out as he ran towards them._

_He barely cared as they jumped up and ran away, his only concern being Penny. He reached her finally and gathered her up into his arms, holding onto her tightly. She was clutching onto him and crying into him, and all he could think about was why hadn't he gotten there sooner. If he hadn't of left her side after school in the first place, or maybe if he had just dragged her over to his home –hell, his dad would have been glad for that. He loved Penny and thought the world of her. Norman adored Penny and there used to be times in the beginning where he thought his father would have preferred having Penny as a daughter than Harry as a son. Those times didn't happen anymore, because for some reason it just didn't seem that way to Harry, even though Norman treated Penny the same as always (if even more favorably)._

_"Shh, it's okay. It's okay. I'm here now." He was, but he didn't know what to do. What did he do now?_

_"Come on, Penny. I've got you," Harry said, feeling miserable and trying to keep his anger at bay. Right now, he couldn't be angry. He had to be calm for her, even if he was anything but._

_Damn it, damn it, damn it! Why did this have to happen to her? Penny was the kindest, sweetest girl he knew, and she didn't deserve this. He'd been in love with her since the day he met her in freshman year of high school. It hadn't mattered that she clearly didn't feel the same way, and probably never would…All he wanted was for her to be happy, no matter who she was with or what she did._

_Why does everything have to happen to her?_

_Harry tightened his arms around her, realizing he had already gotten up and was making his way back to his limo. He crashed into the back and his driver looked back in concern._

_"Sir, do you want to drive to the hospital?"_

_He opened his mouth to agree to that, realizing that was a good idea and that was what he should do now, when Penny shook her head vehemently._

_"No, no, no! No hospital!"_

_He looked down at her aghast. Why wouldn't she go? She should…she should report this! Get those assholes into trouble!_

_She was still shaking her head, but becoming more hysterical. "I don't want the attention. I don't want the police. No one will believe me. They'll look at you and your dad."_

_She kept babbling on, but none of it was really making any sense to him. "Slow down, Penny!"_

_A sob caught in her throat and he flinched. Then, after taking a few breaths, she did her best to tell him what she needed to and it just made him angrier._

_Whoever they were, part of the reason they attacked her was because of him. Him and his stupid name. And it was Penny's word versus theirs, and most people would believe and cheer on the jocks. Even without the fact that Penny wasn't a popular person in school, the fact that jocks were the culprits meant that people's opinions would probably be tilted in their favor. And people were more prone to victim blaming when it came to this._

_Add in the fact that if Harry was brought in, not just as a reason for the attack, but because he and his father determinedly went to support her and pulled their weight around, those kinds of things those jerks said would be spread about more and there would be people who believed it and Penny would still be put down. And Penny was also insistent, more so than having attention on her (especially this kind of negative attention), was having attention put on Harry and his father._

_"To the penthouse, Henry," Harry gritted his teeth._

_"Yes, sir," Henry glanced back at them one more time, before turning his attention to starting the limo and driving back to the Osborn home._

_Penny quieted down in his arms, but Harry didn't let go of her or let her sit down beside him. She didn't move away either and together they sat silently through the ride back to the penthouse. Once there, he had Henry drop them off in front of the building and Harry brought her to his family's personal elevator and got in. His back hit the wall and he slid down it with her. She sniffled slightly and he held her closer to himself._

_"We're almost there," he whispered against her head, lips brushing against her hair. "Everything will be okay. I promise."_

_"Really?" Her voice sounded so small. That wasn't right. It made him want to tear after those bastards and make them pay._

_"Yes. Because I'm here and I promise I'll always be there for you. No matter what."_

_"You can't always be there," she pointed out softly._

_"I can try," he said stubbornly._

_But she was right. He_ _**couldn't** _ _always be there and that scared him, because he didn't want something like this to happen. He loved Penny too much to let her get hurt._

_"And besides, I said I'd be there_ _**for** _ _you."_

_He caught a small smile that briefly came onto her face, before it went away. It was enough to lift his spirits somewhat._

_The elevator came to a stop and Harry struggled a bit to stand up, while holding onto Penny. He then walked into the dark penthouse, wondering where his father was. It was quiet too, so he assumed he was out somewhere. Fine by him. He didn't want to deal with him, and he was sure Penny wouldn't want Harry's father seeing her like this or find out about what happened._

_He kind of really, really did want Norman to find out. He was sure his father would be livid and find those little shits and take care of them accordingly._

_Holding onto Penny, he made his way to his room and walked over to the bed, gently depositing his best friend onto it._

_"I'll be back, okay?" he told her, but she shook her head and held onto his arm._

_He sighed and moved to take off her shoes. "Let me get you clothes at least."_

_She reluctantly let go and he found some t-shirts that she tended to leave around the penthouse and he'd ended up getting washed (or strangely and hilariously enough, his father would). Grabbing a random one and going back to her, he helped her take off her ripped clothes and tossed them to the side, mindful of her undressed state and not straying from his task. He helped her put on the shirt and then helped her lay back down. Then he focused on undressing himself, taking off his sweater vest and then rummaging around his drawers for pajamas. Toeing off his shoes and then chucking off his dress shirt, he put on a silk pajama top before he moved to take off his pants. He switched those quickly and then headed back over to where Penny was, staring blankly at his wall while curled up on her side. He went to the other side and climbed onto the bed._

_"I snuck a peek," she spoke out suddenly, just the slightest teasing heard with the joke, and it startled him. It also made him grin slightly in relief, because it was a hint that maybe she really could be okay in the long run._

_"Couldn't resist, huh?" he returned mock-arrogantly. "But really, what does that say about us that this kind of thing is normal for us?"_

_"That we are entirely too comfortable with each other," she said honestly._

_Which was true, he could admit. The two of them were close enough that they could change in front of each other without blinking an eye at that. Harry was contented enough with how he felt and who he currently was to Penny, no matter if he wanted more, and would always prioritize her. Penny, in return, had always explicitly and deeply trusted Harry from the moment they met. Any kind of intimacy they ended up sharing together wasn't something that said there was more or less to them aside from meaning that the two of them had each other's backs and always would._

_So he let himself f yawn, slip into bed behind her and curling around her, and let one of his arms flop over her. Her own arms wrapped around it and clutched it tightly._

_He'd just been about to drop off when she spoke up quietly._

_"Sing Taylor Swift?"_

_He chuckled lowly, keeping his eyes closed. "You're so lucky I end up listening to whatever you feel like playing…"_

_Harry took a deep breath and pulled her closer, curling even more around her._

_"Just close your eyes, the sun is going down. You'll be alright, no one can hurt you now. Come morning light, you and I'll be safe and sound~"_

In the waking world, Norman continued to watch the two contemplatively and a tinge of something else he didn't look into.

Still, he had a feeling that if anyone could wake Harry up, it would be Penny.

Started 6/15/16 – Completed 6/15/16

**Notes for the Chapter:**

> Welp, that went sort of dark…Why is this my headcanon? For some reason I see this as headcanon between Harry and Penny…I hope you guys enjoyed anyway XD Please remember to review! Flash is next, then it's back to the main guys with first Kraven, then Norman, and then Curt!
> 
> 1\. The Regions' Legends: It's my Pokémon collab account (link on profile) and I would really appreciate if you guys checked it out. I've gotten really depressed that the stories I've got on there haven't really gotten any attention (lightning clouds over head form depressingly).


	13. Pigtails

**Summary for the Chapter:**

> Flash can't help picking on her. Penny just gets under his skin and he can't just leave her well alone.

"Hey, man, thanks for taking me in," Flash said awkwardly.

And yeah, once upon a time Flash Thompson would have been like "I don't do awkward!" But he knew full well he had his awkward moments.

Especially when it came to her.

Penny gave him a fond grin. "It's alright, Flash. You're a friend. Of course I would."

It made him feel bad about the past all over again. Honestly, though the two of them were teammates and he acted like she was the greatest thing, that hadn't always been true. Well, sort of. He'd always thought Spidergirl was awesome ever since she'd come out into being, and when they became teammates and she'd brought him to be part of SHIELD, it had been like a dream. Penny Parker on the other hand…

She was puny, geeky, and nerdy. He had mocked and jeered at her from the moment he saw her back in grade school. He hadn't known why, but something about her had just…made him want to taunt her all the time. He had incessantly dogged her heels from that first moment where he and Penny had become classmates in kindergarten and he'd seen her pigtails from behind and had unconsciously reached out to tug them. It had made her cry and he hadn't known what to do except pull on her pigtails some more.

From then on, he'd kept on antagonizing her until Spidergirl became a thing in his life and he'd wanted to be like her and be all cool and heroic and –

It made him stop picking on Penny, even if the itch to pick on her bugged him all the way until he realized Penny and Spidergirl was the same.

(That's a lie; even now he felt like teasing her incessantly and tugging at her hair.)

These days, he did still end up teasing her and poking fun at her, though now it was more easily translated as being all in fun and joking around, and him just messing around with her. But yeah, he got that urge to tease her –tease her like he used to and he'd had to stop his mouth from blurting out mean things to her like a bad habit.

It made him feel like an ass and those times he wished he could just go out to Penny and beg her to just deck him one (more than one, to pay him back for all those times he'd shoved her into a locker or did something worse). She'd been right. He had been a bully and the worst to her. And here he was now, trying to play things off these days and act like they'd always been best friends and didn't have the bad blood there should have been between them. And if Penny was a lesser person, there probably would have been and he'd rightly deserve all the payback coming to him.

Sometimes, during practice, he'd pull back on a fight against her (which was stupid because Penny can pack a punch and she fought like she'd been trained by Cap –which probably was true) just so he could get those hits from her he felt he deserved.

"Hey, I've got to head back to base to check on things, but I'll be back later. The guys are here, so you'll have company. I'll pick up some pizza, yeah? Sound good?" Penny asked him and he made himself grin at her.

"Hell yeah! Loaded all the way, 'kay Penny?" he asked eagerly.

She laughed. "Alright, alright! I'll make sure to get two large, with everything."

She helped him get comfy on the couch, placing his wheelchair next to him, then she left and it was just him. Or it was for a moment until Amadeus, Miles, and uh, Ben came into the room.

"Hey, how're you feelin'?" Miles asked, plopping down beside him and letting out a huge sigh.

Amadeus was a little more dignified as he sat down on the armchair near them, while Ben preferred to stand to the side.

"Sore, restless, mostly bored," Flash listed it off. He gestured to his legs. "Ain't used to my legs not functioning. Kinda impatient to get 'em back to normal so I can get back into the game."

"You're a pigtail puller," Ben said suddenly, staring him down. Everyone looked at him, with Flash especially giving him an odd look.

"Hey, what?" Flash asked dumbly. What was this guy on, and what was his problem?

"You're the type of guy to pull the hair of the girl he likes," Ben said matter of fact, raising an eyebrow. "I heard from Penny's older teammates how you used to bully her back in high school."

Flash flinched, but Ben wasn't done yet.

"And from what I see whenever Penny brings in a newbie, especially when it came to spider-themed heroes, you get all in a huff about it. You argued with her _best friend_ , back when the punk wanted to be a hero and Penny had brought him in. You know, before he got all 'Anti-Venomed' up and stuck in some sort of coma."

Flash scowled and glared hard at the other boy. "I do not get all in a huff about it! And well, her best friend was an amateur!" _'And it was just supposed to be me and Penny, Agent Venom and Spidey,'_ Flash grumbled in his head.

Ben stalked towards him, getting in his face. "Is that right, punk? I thought I heard somewhere that guy was Venom before you were. And he did a good job, up until the symbiote went psycho on him and Penny, and wanted Spidey destroyed."

Flash's face flushed an angry red, and he almost tossed himself off of the couch (stupid idea, yeah, but he wasn't the genius on the team). But then Miles got in between the two and pushed them away from each other, causing Flash to sit back down on the couch and Ben to move a few steps away.

"Come on, guys," Miles said nervously. "Don't go starting a fight in Penny's house."

Ben made a disgruntled noise and moved off to be nearer to the window, while Flash crossed his arms and childishly kept glaring at the other boy.

What a jerk. Even if the jerk was right about things. So what if all his teasing and bullying through the years had been because he…he _liked_ Penny? Liked her ever since they were two little kids. Had picked on her so bad because of it, more so when Harry Osborn came into the picture and all through the years in high school had thought Harry and Penny were together and it had just made him so mad and upset?

It wasn't something he was _proud_ of, and not something he wanted some jerk to bring up. Yeah, he knew he was an idiot and he treated Penny like crap for such stupid reasons. He hadn't been able to help himself. Penny had just gotten under his skin and he couldn't just leave her well alone. Even now he couldn't and it bugged him because now there were even more than Harry to deal with and compare himself to when it came to her.

Miles started humming a song, breaking the tension and bringing Flash back to the living room. The group of teenaged heroes gave Miles varying looks of confusion and weirdness, but he just kept humming and grinning.

"How did I become so obnoxious? What is it with you that makes me act like this? I've never been this nasty!" Miles sung right to Flash, who grabbed a pillow from the couch and threw it at him.

"Shut the hell up, Morales!" But Flash was actually starting to smile a bit.

"Pleeeease don't leaaaaaaaaaaave me!" Miles' voice went off-key, making everyone start to chuckle before they all broke out laughing.

"Cut it to you, Flash-Man!" Miles head-banged and pretended to drum, before pointing at the blond.

Flash hesitated before going along with it. "I forgot to say out loud, how beautiful you really are to me. I can't be without. You're my perfect little punching bag, and I need you. I'm sorry," he warbled, though aside from wincing at how true that was, he also cringed at his voice.

Hey, his voice hadn't gotten any better since "Spidey: The Musical." And he still can't believe he played a genderbent Spidey in that…

The whole group then began to sing the rest of the song loudly and raucously, even _Ben_ , and it was to this that Penny came home to, with three large boxes of pizza and Aunt May giggling in the background, having walked into the scene just before her niece.

"What the hell is going on?" Penny muttered to her aunt.

Aunt May smirked. "This is guys _bonding_."

Penny scrunched up her nose.

* * *

Flash was having a good time. The Web Warriors were digging into some good pizza, Penny was smiling brightly, and Aunt May was just the _bomb_.

Feeling full, he wiped his hands with a napkin and before deciding to wheel himself to the bathroom and wash his hands there, since Aunt May was at the kitchen sink. He'd only just finished when Amadeus was blocking his way and had a strange, haunted look on his face.

"Hey, Flash, can I talk to you about something?"

Flash's smile uneasily slid off his face. "Yeah, man? What's up?"

"Look, I think you're a good guy and everything, so I don't think you know about it or had anything to do with it…but when I transferred to Midtown, I heard some things."

"About all the bullying and mean things I said and did to Penny?" Flash tiredly asked.

Amadeus looked reticent. "No. You ever hear anything about your buddies on your team doing…stuff to Penny?"

Flash froze, feeling numb as he stared at Amadeus. "What?" His voice even sounded faint in his ears.

Amadeus' shoulders hunched. "I walked in on some of your jock friends one time. They were talking about something that happened. They cornered Penny or something a long time ago. Did stuff. They quit talking when I came in, but I heard enough. It's bothered me since then, but I've never said anything about it, even when I came onto the team and saw you were…you know. Agent Venom. And it's just…ever since learning about Spidergirl being Penelope Parker, the thought comes up more often these days, and I thought I should finally bring it up."

Flash's face contorted, some mess between fury and disgust and horror.

"God no! I don't know anything about that, and – _shit_. When was this?" He didn't even know what to say about it. Hell, why the hell didn't Penny say something to him? Why did she definitely not hate him?

"I just thought you should know, since you probably used to know them," Amadeus said softly before he left Flash.

Flash stared at the floor. Damn it, right now he felt less of a hero and more like a zero…

* * *

"So, I got walkie talkies," Penny juggled the old-fashioned walkies. "You need anything, just give a call. I'll be downstairs in a jiffy," she smiled kind of dorkily and it brought a weak smile to Flash's face. She noticed. "Hey…You okay?"

Flash opened his mouth, but he couldn't bring himself to bring up that past that he had no business knowing. He hadn't been Penny's friend then; he hadn't been close to her. He had no right to pry into it, especially when he could bet he'd been part of the problem somehow and the kind of people who did horrible stuff to her had been 'his' kind of people back then. But…

"Hey…you know I was an ass back then," Flash nudged her arm softly, biting his lip.

"Yeah, I know," Penny hesitantly listened to him.

"I'm sorry," he choked out, actually crying a bit. Gosh, what a loser he was being. But he really felt like shit then, and it had really been bottling up ever since he found out Penny was Spidergirl.

"Oh, Flash," Penny was taken aback. "Has this really been bothering you all this time? Come on. You know I don't hold it against you and I know you've been bettering yourself."

"And that's what I don't get!" he shouted, though he bit his lip harder. He shouldn't have shouted, not at Penny. And he didn't want to wake Aunt May either because he was being a loud dumbass. He spoke quietly, but still with a lot of passion. "I was a real bastard back then and yet you never retaliated, even when you got your powers and I didn't know. Even up to now, you accepted me into your team, treat me so good, act like the best friend I've never really had, and I don't _deserve_ any of it."

Penny's face softened and she put down the walkies as she walked closer to him. She ruffled his hair.

"Flash, it's not about deserving anything. People get second chances. We do the right thing and sometimes that means letting go of the past and embracing the future. And right now, you and I, we're a team. We kick ass and take names, right?" she teased him a little.

Still, Flash's face scrunched up miserably. "I promise I'm gonna be that guy you can count on. I swear. I'm gonna be that guy."

Penny shook her head at him and smiled slightly. "I know, Flash. Don't beat yourself too hard about this anymore. I really don't care about the past, and I like having you as a friend."

Flash nodded quietly, looking up at her through a glaze of tears. He could barely see her, but he could see the blurry strands of her hair. He felt himself reach up and touch them, grabbing a piece and tugging it.

He could never really resist her hair, not even as a five year old brat.

"It's okay, Flash. You've got a shelter here that'll keep you."

"With you," he muttered sleepily. "Shelter with you…"

Started 6/20/16 – Completed 6/21/16

**Notes for the Chapter:**

> Yay! I'm on a roll this week, so expect an update again Friday and maybe Saturday~ I hope Ben, Flash, and Miles came out alright because I haven't written them really before (though I'm growing more comfortable with Amadeus). I hope everyone enjoyed this one. Please remember to review! They really get me going and super motivated and giddy (hehehe)!
> 
> (To be honest, I had originally was going to have Harry be too late, but then I was like nope. Someone else gets to have Penny's first time, and rightly so. Not a bunch jerks~)


	14. Crawl Home to Her

**Summary for the Chapter:**

> Kraven's at her home again. Only this time, it's daytime and he's…helping Aunt May with house repairs?

Penny hummed under her breath as she walked the rest of the way home. She'd just brought Flash over to the Triskelion for some training and some physical rehabilitation, and she'd probably see him later that night. For now, she had the whole house to herself, minus Aunt May.

She stopped short of her lawn though, seeing (of all people) Kraven carrying a wooden beam away from the piles of wooden beams out front, through her backyard door and disappearing into her backyard.

"What in the…"

She walked into her house to find Aunt May, her worry mounting as she realized that Kraven was running around her home in the daytime and when her aunt was awake and aware. Hurrying up, she found her aunt making lemonade in the kitchen.

"Oh, there you are," Aunt May greeted cheerfully. "I was just making some lemonade."

Penny gaped at her, wondering if her aunt was aware of Kraven.

"Um, that guy…"

"Sergei?" Aunt May once again made Penny speechless. Since when did Kraven allow anyone to use his real name? He did, surprisingly enough, tell Penny his real name, but he'd expressed how much he didn't want it used.

"Yeah, Sergei," Penny said breathless, still a little in disbelief. "Um, he's –"

"Such a reliable friend of yours!" Aunt May said enthusiastically. "I was having trouble getting the bag of rice out of my car, when he came out of nowhere and offered to help. I was a bit suspicious and all, but he said he knew you and was a good friend so I said okay! I mean, I had my pepper spray and all, and I was ready to karate chop him into oblivion if he tried anything, but he just helped me get the rice into the house and then offered to help out around the house, since you told him the house needed some repairs done."

Did she mention that? Yes, yes she did. Vaguely though. She remembered rambling to him one night, and that had been one of the things she remembered rambling to him about. He hadn't looked like he was paying much attention though –he looked troubled and dazed about something, but she hadn't pushed him since he seemed aggravated and they had just fought earlier on the day as Spidergirl and "Kraven the Hunter."

"He's fixed our tub, the kitchen sink, our air conditioning isn't making that weird noise anymore, and right now he's been working on that backyard guest house I've been meaning to hire someone to make."

Penny was sure her mind had frozen by then.

"Here, sweetie. Why don't you get this glass to him? He's probably thirsty, working in the hot sun for so long," Aunt May handed a glass of lemonade to her. Penny nodded dazedly, filching a glass for herself, and then began to travel outside.

To her embarrassment, she found herself staring as Kraven went to work on building the foundation of the guest house. Yeah, he was a villain (Why did some villains have to be so unfairly hot and/or handsome? It's _not_ fair at all.), but that didn't mean the guy wasn't…built. And handsome in a rugged way. She was human (mostly). She could appreciate a guy!

Especially someone like Kraven, whose abs rippled as he bent and then stood as he picked up wooden beams and set them in place (Why was his shirt _off_?). Or whose biceps bulged and flexed as he used the hammer to nail the wooden beams together. Or even whose pecs twitched from the exertion, and sweat dripped down his muscles –

"Enjoying the view, Petrushka?" Kraven asked in amusement, and brought her attention fully to him…and away from his body.

She straightened up and her face flushed, but she made herself raise an eyebrow at him.

"Oh yes. Definitely," she teased, winking at him and refusing to get all embarrassment and ruffled in front of him. "I'm just going to sit here and enjoy the view alright. Don't mind me."

He playfully flexed his muscles and made her laugh, to which he strode over and held out a hand.

"May I have a drink?"

"This was yours," she handed him one of the lemonades. "I just got…distracted."

He gave her a smug smirk.

"Don't get cocky on me, Mister I Am the Greatest Hunter Ever," she huffed, taking a gulp of her drink. "You still have a long way to go on that guest house. Thanks though. On the, uh, surprise fixer-upper visit. You didn't have to do all this."

Kraven waved her off. "Think nothing of it, Petrushka. In Russia, I grew up to learn to be hard worker and work 'till hands bled. No matter burning heat or going empty, Petrushka! I shall persevere." He chugged down the lemonade until it was all gone. He placed the glass down and leaned closer to her, making her lean back nervously. But instead of the teasing, playful leer she was expecting out of him, she got a wry and tired smile from the Russian. "Besides, this home. A good home. I consider it home."

Penny scrunched up her eyebrows. "You don't live here, Kraven."

He laughed. "True, but it is home nevertheless. Because you are here and I tend to crawl home to you, yes?"

She blinked, cheeks tinging pink, though she continued to look at him in a confused manner. Then again, he did tend to appear out of nowhere at night, sneaking into her house and crawling into her bed or rummaging through her kitchen…

"I really don't get you, Kraven," she admitted. "And I really don't get why you come here."

"I told you before," he shrugged. "You are very good at not being judgmental and being peaceful. I do need that. I am not a good man. I know that. I have done many bad things in life." She listened quietly, while he held up his hands. "These are not clean hands. They're stained red."

She seemed to know a lot of people with red-stained hands. Clint and Natasha, a pair of master assassins. Steve, who had been a soldier and killed in war. Bruce and Hulk and all those caught in between those two. Tony, who used to be known as the 'Merchant of Death.' Hell, she wasn't naïve about Fury either. He was a freaking master spy and she was sure that entailed having to do stuff that wasn't going to keep clean hands either.

"You listen well," Kraven told her solemnly. "You do not fret about what my hands and body has done, though I'm sure you have some clue. You have not asked once about what the wrong I've done. I am sure God does not forgive sinners like me or some of your friends. But as I am sure they see and feel the same thing, so long as I have you, Heaven and Hell are just words to me."

She really couldn't believe what he was saying, but he looked entirely too serious to be pulling her leg or exaggerating. Instead, he looked like he fully believed in what he was saying to her.

"The cold dark earth will never be able to keep me down," he declared. "For I shall always move to crawl back home to you, Petrushka!"

Startled and still not sure about this, she focused on her drink.

"Not your home, I said," Penny muttered, looking too embarrassed and unlike how she tried hard not to be in front of him. He just chuckled and rolled his shoulders, before rolling his neck and cracking it.

"Back to work, Petrushka," he told her, still sounding too amused for Penny's liking.

"Yeah, yeah," she grumbled, rolling her eyes.

But he was giving her a strange look that was making her fidget in place. Then he was in her space and leaving no room for movement as he leaned in and captured her lips, taking a step closer and pressing up against her. Her hands automatically moved up, grabbing onto his arms to balance herself as she almost stumbled back and fell from the force of his sudden assault on her lips.

Kraven was kissing her. He was _kissing_ her.

Why on earth wasn't she pushing him away, instead of grabbing onto his arms and holding on?

And yet she couldn't help noting his mouth actually tasted sweet, probably from the lemonade he'd just drunk. Nor did she expect him to be rather gentle (if firm) in the way he held onto her. In fact, she hadn't expected this scenario to happen at all. But she hadn't exactly expected Flint to have kissed her that one time either, did she? Yeah, she'd been drunk, but she hadn't forgotten or remained oblivious as to what had happened. Flint thought she hadn't remembered and she let him, because she wasn't too sure about what happened or what to say about it.

Or the fact she'd wished he'd kissed her (or had the courage) to kiss her when she was sober. And she'd like to blame Tony Stark for that crazy thought, since the jerk wouldn't quit about Flint (or a few others he liked to tease her about).

She hadn't told _anyone_ , aside from Ava, that Kraven tended to be a frequent guest at her home (Well, that wasn't true. She told Flint…Fury…maybe a few others…). And she only told Ava because the other girl had the right to know her nemesis wanted to and had decided to seek out sanctuary at her friend's home for some reason.

But hey, was a guy's lips supposed to be soft? Especially someone like Kraven. His lips were oddly soft. And so was Flint's. Was that just a natural thing? She was feeling a little self-conscious about her own lips now…

She barely noticed as he pulled back, blinking in a dazed manner (Back to being dazed again, damn it!). His lips (So soft, huh…) quirked up.

"Like I said. Back to work. Care to join me?" he asked, smiling widely.

She just shook her head at his behavior, but went to go follow him back to the beginnings of the guest house.

* * *

When May took a peek outside, she laughed quietly to herself, seeing her niece looking irritated and squabbling at the strange foreigner, who just looked amused and was chuckling back at poor Penny. To be honest, she hadn't been sure of the man. But Penny had a gift for turning the darkest of men into good guys in the end, and she felt deep down that this 'Sergei' (Something about the name was off –she knew he wasn't lying when he said it was his real name, but it just didn't seem to fit and he wasn't much for it either…) was a good example of that.

It was amazing watching the two work in tandem. She could easily believe Sergei lifting and carrying those wooden beams and doing all the heavy lifting, but her niece wasn't a lightweight either and just as easily carried them. It was hard to remember that Penny was Spidergirl and could do amazing feats that normal humans wouldn't be able to do.

Penny was walking over to him with a heavy beam, but wasn't watching where she was going and so tripped over a silly rock. Sergei calmly caught her and steadied her, and May could see that he seemed to be lightly reprimanding her (probably on paying attention, and rightly so). She could see Penny blushing from here, and Sergei laughed and knocked his head against Penny's, keeping it there for a moment and making Penny's blush darken.

May tutted to herself, even as she smiled as she watched the scene. Those poor boys Penny hung around with. They probably didn't stand a chance. Penny just…had a thing for more mature men.

She still refused to acknowledge Reed Richards though, and still had her pepper spray ready if that man dared show his face around there.

Started 6/21/16 – Completed 6/22/16


	15. I'm Sorry It Came to This

**Summary for the Chapter:**

> She didn’t want Norman to find out like this. But now he knows, and neither of them know where to go from there.

**Notes for the Chapter:**

> A little curious if anyone has been anxious and waiting for the update since they knew it was coming? :D

He walked down the hallway with agitated steps, the inaudible creaking of his iron armor nothing to the louder sounds of his metal feet and electronical hums and reverberations of the armor. He wanted nothing more than to run, speed up and get to the room that housed his son, but he was an Osborn and Osborns didn't show weakness. As it was, he was already showing too much vulnerability by the way he couldn't keep away from the Triskelion and the way he didn't keep his agitated emotions in check.

In that, he and Harry differed greatly though. His son was much more freer to showcase his emotions, while Norman had grown up under the shadow of his abusive father and had learned to mask his emotions earlier on. Norman also felt like this was on the part of Penny, who was such an expressive person and influenced his son so much, and for the same reason, made out to be more of an example (especially one so consistent and present than Norman himself) for Harry.

To be honest, it also made Penny a better model for Harry than Norman, because she had never failed to be there for Harry when it counted, unlike Norman had been in the past. She was someone reliable and caring, while Norman had only ever brushed off his son and/or expressed his disappointment too much. He thought he was just showing his son tough love, hoping that his son would just strive and be motivated to do better, but…

_Norman's face couldn't help twist into an expression of disappointment, seeing the straight B's on the report card. Harry had long stomped to his room, but Norman was fixated on the report card and wondering where had he gone wrong and why wasn't Harry showing more potential in school?_

" _Tough love doesn't work if you don't show a little softness and reasoning with it," he heard Penny speak up from behind him and he tried not to show his startled reaction. The girl had always been quiet and had no trouble popping up suddenly…_

" _I get it, you know," she continued, giving him a wry grin. "You think being tougher on him will make him just do better. But being tough on him all the time won't work unless you show a little gentleness about things sometimes and just express to him that you just want the best for him. Uncle Ben does it all the time to me, when I get flaky on him and Aunt May about chores and errands. Try telling Harry more about him than the work he does."_

_Norman had stared at her for a bit, making her blink unceremoniously at him before giving him such a silly grin and a wink that his lips couldn't help but move to twitch up without his permission._

" _See you later, Mr. Osborn! Imma go see Harry and work on some homework together. Think on what I said, 'kay?"_

He had and he tried. But he had more of his father in him than he'd thought, and it was easier for him to show his dissatisfaction and speak harshly than it was to speak softer and more supportively to his son. He'd never hit his son like his father was prone to do and he'd sworn never to do, but he didn't think this was any better and inwardly he was frustrated that he couldn't express himself in any way except displeasure and discontent.

Having finally reached the infirmary, he walked in and his eyes found Harry right away, his son comfortably resting on the hospital bed. At least it was better than him floating in that container…

He'd sat down by his son's bed, reaching out to take his hand (briefly remembering that one time Penny had done so) before quietly resting and sitting there with Harry. A quiet snore interrupted his thoughts and he looked around with a frown, surprise highlighting his features when he saw Penny off to the side, by one of the desks and having laid her head down. She was obviously fast asleep and Norman took a hesitant glance at his son before he got up and headed over to her.

Leaning over her and peering at her face, he could see the lines of exhaustion and how her face looked tired even in sleep. Papers were scattered all over the desk and she was still clutching onto a pen. He smiled slightly, seeing her drooling a bit in her sleep, and found her jacket to the side, that he picked up and covered her with. She moved slightly and his hands with the jacket paused on her, waiting for her to still. She let out a sigh and settled once more, and he finished laying the jacket over her. Walking back to Harry's side, he couldn't help glance back at her in worry.

He knew that she had been busy and working hard around the base for Harry and for some other reason for SHIELD, but he inwardly wondered if she'd taken any breaks or had been able to rest much since coming onto SHIELD and helping out. He didn't even know how long she'd been working with SHIELD. He'd initially thought they'd brought her on because of Harry and that they thought she would be a great help to helping him, but over time he'd noticed signs that said she was familiar with the place and its workings, and that she'd obviously been around even before Harry's problem.

It would also help explain why she had to frequently leave him and Harry at odd times, and come up with the strangest of excuses. Not that he would blame SHIELD if they'd recruited her early on, if that was the case. Much…He knew that Penny was brilliant and had a sharp mind, so it would be no wonder that they would have wanted her on board to help escalate innovation and solve problems for them, and be an assistant to Dr. Connors. He just felt it might be a little much for the poor girl, who now looked and acted so exhausted these days.

"Mm…" he heard and he looked over to see Penny sitting up and rubbing her face, sighing again before stretching a bit. Then she blearily refocused on the papers in front of her, blinking lethargically. "Damn it, I slept too long. Have to finish that and then this, and then I just need to figure out that last element that could help Harry out…" he heard her muttering.

Her stomach started growling too, but she seemed to be ignoring it as she continued to mutter things and adjust the papers on the desk.

"When was the last time you ate?" Much less slept. He kept that last to himself though, since she had at least gotten some sleep then and he didn't want to seem interrogating.

Jumping off from her seat and holding a hand to her chest, she looked at him with wide eyes.

"Geez, Norman! Don't scare me like that." She took a deep breath and then shook her head. "Last time I ate…"

That she was scrunching up her eyebrows and taking some time to answer him actually gave him an answer to that without it being verbal, and it made his worry skyrocket.

"Why don't you take a break and get something to eat?" he suggested, an underlining firmness to his voice.

Penny shook her head again. "I can't. I still have a lot to do and I already overslept as is. I'd only wanted to take a ten minute nap earlier and now it's turned into an hour sleep…"

"I think you needed it," he said bluntly. "And I further think you need to eat. If you won't eat on your own, then have dinner with me."

She blinked owlishly at him, but he kept looking at her with a dead serious expression.

"Dinner?" she asked hesitantly and he nodded.

"Dinner," he reiterated. "In two hours, so you can finish a little more work if you want, and then I'll come back here to pick you up and we can have dinner at a restaurant. Dress nicely because the place isn't casual."

He turned from her then and went to leave, trying to leave without giving her time to protest or make excuses, even with the "won't take no for an answer" tone he'd made sure to speak in. He didn't want to give her a chance to find a way to miraculously get out of it, as she was prone to do. He also knew that he was one of the few people Penny had trouble saying no to, and he had no problems taking advantage of that in order to make sure she got to eat and get a break from things.

She'd taken care of Harry and himself far long enough. It was time she'd learn to do the same from them.

* * *

Mary Jane Watson wasn't a perfectionist, but she was someone who was very careful and paid attention to detail. So this small project for the Daily Bugle was going to turn out to be freaking perfect or else. She may be a grunt, but she was going to be their best damn grunt ever!

Then her phone started to ring and she gave it a confused but irritable look.

"I'm busy," she glared at it. "Leave me alone."

It stopped and she was about to focus back on her assigned project, when her phone chimed and alerted her to a message. Grumbling under her breath, she picked it up and looked at the message.

_Halp! Pleeeeease!_

Mary Jane blinked and looked at the message again, confirming it was from Penny. She hesitantly called her friend and was taken aback from being answered within seconds.

"MaryJaneIneedyourhelpNormanOsbornistakingmeouttoeat –" her friend blasted at her all out at once and Mary Jane hurried to interrupt Penny.

"Slow down! I didn't catch _any_ of that," Mary Jane gaped to herself.

She heard Penny take a deep breath. "MJ, I really need your help. Norman Osborn is taking me out to eat and he said the restaurant isn't casual so I have to dress nice and I don't have anything nice to wear and wouldn't know what to wear in the first place –" Penny's panic was quickly taking hold again and she was starting to ramble, so Mary Jane cut her off again, though at the same time she was feeling a little dazed herself.

"I'll be there in a few minutes," she said faintly. "Get cleaned up," she managed to get that order out.

And then she hung up and took a moment to be stunned and stare off into space.

Then she shook it off and darted to her closet, frantically trying to find something for Penny. She managed to find something astoundingly perfect for the occasion, and then she tore out of the house and into her car, driving quickly to Penny's. Once there, she knocked like a mad woman before Flash opened the door.

"Hey, Flash." She didn't even blink at his presence or wonder why he was there, nor at the wheelchair he was in. "Can't talk. Busy. Nice seeing you."

She darted passed the confused former jock and ran up the stairs and to Penny's room, throwing the door open and finding Penny toweling off her hair and wearing another towel around her body as she sat at her vanity. Penny shrieked, arms flying up to cover her toweled chest.

"MJ!"

MJ rolled her eyes. "Oh hush. Nothing I haven't seen before, though you really do have some nice knockers. Where's your underwear?"

Penny's face turned red, but she pointed over to her bed where Mary Jane wrinkled her nose at the plain white cotton underwear laid out.

"Don't you have anything sexier?"

"And just what do you think is going to happen?!" Penny screamed, scandalized.

Mary Jane waved her off, already at Penny's drawers and rummaging through to find more appropriate underwear…like the sexy red and gold lingerie set she found and approved of.

"Mm, nice~" She snatched those out and tossed them on the bed, taking Penny's other underwear choice and throwing them away.

"Hey!"

Ignoring Penny (though she did shove the other girl toward the sexier underwear), Mary Jane began to set up her make up set on the vanity after hanging up the dress. Hearing a strangled noise behind her, she turned and saw Penny staring at the dress in anxiety.

"There's no way I can pull off that dress," Penny squeaked.

The dress in question was a beautiful forest green dress that had a sleeveless bodice and a very low cut back, with a sheer lace décolletage that allowed a sweetheart silhouette to peek through. Mary Jane hadn't worn it before since a) she'd never really had the courage to wear it herself and b) no occasion had come up for her to wear it. Besides…

She wore a devilish smirk as she examined Penny...The dress would definitely look much better on Penny, and wouldn't clash with her hair like it would Mary Jane's.

"You're crazy, babes," Mary Jane snorted, pulling Penny over to the vanity and shoving her onto the chair. "You're going to look gorgeous."

"I don't have to get that dressed up," Penny tried to explain. "I just have to look nice, since obviously Norman's the one taking me out to eat and there's no way he wouldn't choose some crazy restaurant that has people dressed to the nines all the time. I don't want to embarrass him. But it's not like a date or anything –"

"Uh huh," Mary Jane said dismissively, removing the straps from Penny's bra and tossing them over her shoulder. She then began to fix Penny's hair.

"I mean it!"

"Sure, sure."

And really, maybe it was and maybe it wasn't. Mary Jane actually didn't know. What she did know was that she hadn't been completely joking all those times she'd teased Harry about Penny practically being a stepmom and mothering him, or how that was additionally true because his father seemed to be interested in Penny. Norman Osborn may have been oblivious to his little infatuation then and maybe still was, but by the end of tonight, Mary Jane was going to help him figure it out with a metaphorical sledgehammer to his head.

God, she was starting to finally see all these guys come out of the woodwork for Penny, and it was frustrating her that no one had yet to just come out and spell it out for Penny already. More so when Mary Jane remembered Penny's previous unpopularity and lack of attention from guys (when Penny was a fantastic choice as a girlfriend, thank you very much).

"Just hold still," Mary Jane ordered aggressively, finishing up on Penny's updo and then going to focus on makeup. Her hands were speedy but careful, and soon enough she was getting Penny to put on the dress.

She smirked smugly as she saw her finished work, and clapped her hands. "Gorgeous!"

And Penny really was.

"Now let's go see the fruits of my labor, and have Flash's jaw drop."

* * *

While embarrassing for sure, Penny did get a sense of satisfaction when she and Mary Jane appeared downstairs and Flash's jaw did drop upon seeing her. He'd also stared for a long while, further embarrassing Penny, but it felt nice to know and feel attractive. Flint had been the one other person and the only time she'd ever felt like she was pretty, and she'd really appreciated the man's compliments and admiring looks towards her.

Mary Jane had then declared her work done and left to head back home to finish some Daily Bugle project she'd been working on, and Penny had then said her goodbyes to a still amazed and speechless Flash before she headed back to the Triskelion. Once there, she headed to the infirmary and was surprised to find Flint and Curt in there, working on some additional testing.

"Er, hey," she greeted them, and they turned from each other to greet her.

Instead, they froze up and looked surprised and stared at her, causing her to feel self-conscious.

"You look really pretty," Flint complimented her when he was finally up to saying something, continuing to stare appreciatively.

"Very true," Curt agreed, a strange look on his face. "Something specially planned tonight? Going out with friends or something?"

Penny fidgeted. "I guess? Norman wanted to take me out to eat, and since I figure he'd choose a really nice restaurant, I should probably dress nicely for it."

Curt's eyebrows flew up. "Norman? Norman Osborn?"

"Yeah –" Penny had been about to confirm, when she heard Norman himself.

"Did I hear my name?" Norman said as he just entered the med bay. Penny turned then, and saw him at the same time as he saw her, watching as he stopped short at the sight of her, with his gaze turning into a look of surprise.

She wondered if it really was all that surprising to see her dressed up. She knew she didn't do it often, but still…She didn't think it'd be that much of a change…It wasn't like she was spectacularly pretty or anything…

Norman on the other hand…

She'd always thought Harry's father was attractive, but he really cut a handsome figure. Wearing a classy black dress suit that went well with the dark blue dress shirt underneath, Norman was probably definitely someone who'd fit in well at the restaurant they were going to. It almost made her want to snatch the scarlet handkerchief folded nicely in his breast pocket and cover her face with it, so she could hide herself from any embarrassment she was sure she'd face.

Right now, she was feeling unsure and hoping she'd disappear into a hole, or thinking that she should have just reassured Norman earlier that she would eat, even though she knew she probably would have kept putting it off until she'd managed to finish at least one of the tasks she'd been working on.

She was a bad liar anyway though.

* * *

If Norman said he wasn't having second thoughts about all this, then he would have been lying. The moment he'd made it home and had gotten out of his armor, he'd felt rather self-conscious about having asked Penny to go out with him somewhere. Even as platonic as this was supposed to be, he couldn't help feeling stupid that he'd gone and asked her out to something, and the fact a man of his age was taking a pretty young woman like Penny somewhere public.

But then the deed was done and he found himself combing through his closet and wanting to make sure he looked especially good that night. He'd carefully selected his wardrobe, and felt almost nervous at the upcoming dinner, even though he tried to keep reminding himself that it was just dinner with Penny.

But now he was face to face with her and he found his breath leaving him as he stared at the young woman shyly standing there, forest green dress fitting to her form and barely reaching her thighs. He was trying to remind himself to breathe, but all he could do was keep staring.

"You…" His mouth felt so dry. "You look so beautiful," he finally forced out.

The shy smile that curved her red lips made his eyes draw to them, and he swallowed nervously.

This wasn't how things were supposed to be. It was supposed to be a nice dinner between friends, and so he could make sure she kept up with her health. He wasn't…he wasn't supposed to find himself attracted to his son's best friend.

God, what was _wrong_ with him?

"Ready to go, you two?" he heard Flint say dryly, and he made himself look at the man.

Flint was giving him a knowing look (don't _do_ that), while Dr. Connors' expression was closed off. He forced himself to breathe more regularly and stiffly held out his arm for Penny to take, to which she did, and he was hyper aware of how her slender fingers gently but firmly wrapped around him, and how her lithe body had leaned in close to his side.

He couldn't feel or think of anything except Penny's close proximity and the warmth of her body.

They kept close, if silent, all the way to his limo and through the drive to the restaurant, and only managed to utter something once they'd been seated at a table.

"You really do look beautiful tonight," Norman said softly, complimenting her again.

Her cheeks tinged red and he guiltily recalled all the times she'd done that and he'd looked on a little too long (realizing now why that was).

She reached over and lightly touched his hand. "Well, _you_ look more than handsome. I doubt I'm a rather fitting partner for you tonight and I wish I could have done a little more to make sure I don't look so silly standing next to you."

He wanted to look at her in disbelief. Did she actually really believe that? This girl…

Norman grabbed hold of her hand. "Penny, you are probably the most beautiful woman I've ever met. Don't you _dare_ think so little of yourself."

Penny's stunned expression made him nod in satisfaction, but he wanted to smile when he saw her blushing. And as the night continued, they talked in low tones together, enjoying their meal and even spending a little more time together there after it. And when it was time to bring her home, he'd walked her all the way to her door and found himself unwilling to let her leave his side just yet.

"I really enjoyed myself," Penny's face was still flushed red and he watched closely as she licked her lips.

His hands moved to her face, tilting it up, and it was almost as if he wasn't in control of his body and was watching from the outside as he leaned down.

Norman kissed her. He kissed her and found himself taking his time, moving his lips against hers and not wanting to pull away. He'd had her pressed against her door in a moment, and continued to kiss her breathlessly. When he finally pulled away, he was breathing heavily and staring down at her unsurely.

Penny stared up at him, looking just as uncertain. But then she reached up and briefly touched the side of his face, before she turned around and put in her key, opening her door and disappearing into her home.

Norman walked off the front steps and paused on the walkway, tilting back his head and staring up at the night sky and the blinking stars.

What…what did he just do?

* * *

The next morning, after a restless night, found Norman wanting – _needing_ to talk to Penny about what happened the night before. So he'd gone to the Triskelion, almost wandering the halls desperately so he could find her. And when he heard her voice, softly cursing and sounding strained, his feet ran on their own accord.

Around the corner, he skidded to a stop, uncaring if his expensive Italian-made shoes were scuffed from the rough treatment. But he stopped in his tracks as he saw Penny, leaning against a wall and rubbing her arm against her face.

And wearing Spidergirl's uniform.

"Penny?" he whispered, and her head shot up for her to stare straight at him.

"N-Norman –"

"You're Spidergirl?" His voice became accusing, even though he hadn't meant for it to be.

Confusion ran through him first. And then betrayal and anger came next and his face morphed into a gaze of fury as he glared at her.

"You…you're Spidergirl!" he yelled. She was the one who'd gotten Harry into the state he was in. She was…she was Spidergirl and she had lied to Harry. She had _lied_ and _deceived_ _**Norman**_! He had believed in her, had trusted her, had _cared_ for her –

"How dare you!" he hissed. "How dare you just stand there and act innocent! After what you did! After I trusted you! You –"

"I'm –I'm sorry!" she burst out. She started blinking back tears. "I'm so sorry, Norman!"

"Don't call me by my name!" he continued to yell at her. "And I don't want your sorries!"

She clutched at her side and shook her head. "I'm sorry, I'm sorry, I'm sorry…"

Penny let out a sob and turned from him, running away from him.

"Of course you run!" Norman screamed after her. "Go run instead of facing me!"

He screamed in anger and then turned to the wall, punching it in his anger and scarily making a dent in the metal. He gritted his teeth and furiously rubbed at his eyes, getting angrier at finding ridiculous tears having gathered there.

Norman glanced at the wall where Penny had been, blinking numbly as he recognized the large splotch of blood on it and quickly recalling that Penny had been leaning against it and that she'd been clutching her side.

Guilt, worry, and anger all warred inside of him and he didn't know what to feel anymore.

* * *

Tony walked around the kitchen like a zombie, not going to be awake until he got his first cup of coffee in him. He passed by Steve, who was boringly examining the paper, and Natasha who was elegantly reclining on a chair and waiting for Clint to finish cooking. In the meantime, Thor and Hulk were in the living room and playing video games, and it was obviously just a regular, normal morning in the Avengers Tower –

Except for their doorbell incessantly ringing.

Seeing no one going to answer it, Tony rolled his eyes as he yawned and left for the entrance.

"I got it," he announced grumpily and took his time to get there.

He opened the door and was going to irritably shoo whoever it was away, when he ended up staring dumbly at the unexpected figure of Penny Parker, dressed in casuals and side bleeding out and staining her clothes as tears streamed down her face.

She let out a quiet sob as she adjusted her backpack on her shoulder.

"Can I hide out here for a while?"

Started 6/23/16 – Completed 6/23/16

**Notes for the Chapter:**

> OMG, you have no idea how long and eager I was to write this chapter, and how extremely satisfied and happy I am with how it came out! I'm just a pile of mush right now and so giddy, so I hope everyone ended up enjoying this chapter (have I ripped out anyone's hearts yet?). Please remember to review!
> 
> (Also, I'm curious if it would be possible -and I'd be extremely amused -to get #kissesforfemspidey2016 trending (thank you, STARFIRE67 for that!).)


	16. When You're Down and Out

**Summary for the Chapter:**

> Dr. Connors finds her in a coffee shop and then they watch a movie without watching a movie.

Go out, Steve says.

Get out of the damn tower, Clint says.

It's not healthy, Tony says.

Natasha ended up just kicking her out and told her to come back in a few hours with dinner.

Penny took a shuddering breath as she gently sat down at the table outside the café, setting down her paper cup onto the table before she softly held her hand to her side. Thanks to her accelerated healing, even if it wasn't as good as Steve's, the wound on her side had healed faster than it would have had she been a normal human. It was still really tender and while the outside had healed nicely, the inside was still stitching up a little more. If she exerted herself too much, then she was likely to tear the wound open from the inside and start bleeding inwardly.

And she had the Juggernaut to thank for the injury. He'd been in a bad mood and had tossed her around like a rag doll, and she had the misfortune to have had a sharp metal piece of shrapnel stabbed into her side sometime during the fight. It hadn't been pretty when she ended up yanking it out of her after the fight, and had hurt like hell…

Honestly though…that hadn't been anything compared to when she returned to the Triskelion and ended up accidentally revealing her secret to Norman. The resulting fallout…hadn't been something she'd wanted at all. She hadn't wanted things to end up like that, or for Norman to have found out the truth like that. But now he had and she had stayed away, hiding in the Avengers Tower and thankful that her injury had allowed her to stay away from the Triskelion for a week and maintain 'radio silence' in that time…

She bit her lip and closed her eyes, unable to not remember.

_Her side was killing her and the bleeding wouldn't stop. It had taken everything she had to trudge through the hallways, doing her best to keep moving on towards the infirmary. So much for a peaceful morning. Not that her night had been any better –after that kiss with Norman, her mind had been racing the entire night and she hadn't been able to get a proper rest in._

_Needing a break, Penny stopped and leaned against the wall heavily, cursing softly. It hurt so much…_

_She'd been so focused on the pain, she hadn't heard the loud thuds of someone running in her direction until she'd heard Norman whisper her name and she'd reacted in shock, pulling her arm away from her face._

_The look on his face and the accusation in his voice made her want to find a hole to crawl into and never resurface again._

Bitterly, she thought that there always had to be some sort of bad blood between them. There was always some sort of contention between Norman and her, and it didn't matter how much time passed or what phase they were going through…whether it was Norman hunting after her for her DNA, disagreeing with her leadership, being the Goblin, or blaming everything on her and pinning Harry's state on her. They were always on opposite sides, even when they were supposed to be allies.

So he thought she could have been trusted, huh? Well, she thought the same about him! And how many times had he let her down on that front? She vouched for him against Fury! Hadn't let him go, even when everyone believed against him or thought he was lost. She hadn't thought ill of him and believed him against Doc Ock during the time when she hadn't known he'd been behind the Frightful Four and Doc Ock harassing and hunting her down, trying to create some sort of Spider-Soldier army. She hadn't held that against him. She hadn't held it against him when she found out later on that he really had been the mastermind behind everything, straight after he'd electrocuted her with that stupid electric glove. She hadn't held _that_ against him either.

All of that were scars on her back, scars (some literal) that she'd forgiven him for and had let go of the past for him. Scars that came from the metaphorical knife he held onto with a death grip and always ended up backstabbing her with.

If her thoughts were bitter and angry, then she couldn't help it because she was hurting and she missed Norman (and hated him so much right now). He was such a hypocrite, but mostly she just wanted to spit out acid more because she was hurting and missed him so much.

She was so angry and vengeful that she wanted to scream at him about where had his care for Harry had been, back when her best friend had needed his father before. Or about how his care about Harry hadn't extended to him when he'd first been taken over by the Venom symbiote. She could go on, and not just about Harry but about Norman and his own stupid choices and –

"You seem agitated."

She blinked back angry tears and looked up from her table to see, to her utter surprise, Curt standing opposite her. He pulled out the chair in front of him and sat down, grabbing onto the plastic cup filled with some sort of tea drink.

She swallowed slowly, giving him a shaky smile. "Hey, Doc. Fancy seeing you here. How'd you find me?"

"Your communicator is equipped with a GPS, remember?" Curt said succinctly. "You've worried a lot of people with this disappearing act. I know I gave you medical clearance for a week off, but you haven't talked to anyone since, and you haven't been anywhere to be found, not even at your Aunt May's. Neither she or Flash are saying anything."

She knew that. She had told them she was going to be gone a while, though she hadn't told them where or exactly how long (she wasn't sure herself).

"They don't know anything either," she told Curt tiredly.

Curt gave her an awry smile. "I got that. Doesn't stop them from loyally keeping their mouths shut and refusing saying anything about it." Still, he gave her a look that said he'd like some sort of explanation.

But Penny didn't know how to say what happened. She didn't want to admit that she'd had a really bad fallout with Norman and was now hiding out with the Avengers because she didn't want to face anyone, and she definitely didn't want to run into Norman again. She also didn't want to admit that right now she had been ruminating over the good times she remembered having with Norman and Harry, and even with just Norman himself, and how she was feeling pathetically sad over it.

How could she explain that she'd been hit where she was weak, and it felt like salt was continuously being poured onto her wounds and being rubbed into it every day that passed?

She didn't want to think vindictive thoughts about Norman, like she had just moments earlier. She didn't mean them, even if a lot of it was true. She was just hurting so much and she didn't know what to do.

"Do you want to talk about it?" Curt asked quietly.

She shook her head, biting her lip to keep from letting out any sobs and blinking so that she wouldn't let out any more tears.

He gave her a reassuring smile. "That's fine. No one's pushing you to talk, Penny. You had any plans today?"

Shaking her head, she quickly wiped away her tears before they could fall and tried to keep on a brave face.

"Let's go watch a movie," Curt suggested. "It's been awhile since I've gone out of any of the SHIELD bases or the Triskelion, especially to just go out around the city. The only other recent time had been that hotdog date with you."

She blushed slightly at that, making his smile become wider.

"There you go. That's the Penny I'm used to. Now come on, grab your drink and come with me."

She hesitated, but thought that maybe doing something as normal as going out to the movies might make her feel better and at least distract her for a couple of hours.

"What are we watching?" she asked in a subdued manner as she caught up to his long strides and walked beside him.

"Dunno," he told her in amusement. "Pretty much winging it right now."

Her lips twitched at that and she tried to remember what movies were out right now.

"What _kind_ of movie do you feel like watching?" he asked about instead.

"Something funny," she confessed. "I want to laugh."

"Then something with comedy in it," Curt reached out and grabbed her hand and she held onto his hand tightly.

Before long, they found themselves in the movies and had picked some random comedy. They sat in the back, though since it was an older movie, there wasn't anyone in the small auditorium with them anyway.

Trailers passed quickly and soon the movie had started. But her mind was drifting and she found herself unable to not think about what had happened. She started sniffling, trying her best to focus on the movie and watch it.

"I didn't think you were supposed to cry at a comedy," Curt said, half-jokingly and half in worry.

"It could be a tragic comedy," Penny weakly quipped, sniffling even more.

"Somehow, I highly doubt it," Curt said before calmly sweeping her into his arm and she buried her face against his chest, trying to get a grip on herself.

Why couldn't she just catch a break? Why couldn't things just go well for her for once? All she wanted was to be a good hero and help others, so why was it her life always seemed to be a mess?

"I don't know, Penny. I don't think it's fair for you either, but the universe is just a little funny like that."

Too late she realized she had said all that aloud, and Curt had ended up answering her.

"Curt, am I just unlucky? Was I a bad person in a past life or something?" she sniffed miserably, pulling away from him a bit.

He shook his head and brushed his hand through her hair.

"Penny, you were probably a good person –the best really –in all the lifetimes you may or may not have had. Maybe it is your luck, or maybe things happen for a reason. Whatever it is, what I do know is that you deserve the world, Penny, and you have no idea how much your happiness means a lot to so many people."

Penny gave him a watery smile and he returned it with a sad one.

"That includes me too," Curt said softly. "I just want you to be happy, and it makes me happy when you are. I don't like seeing you upset. It makes me want to do whatever I can to fix what's bothering you."

She blinked slightly at that, feeling warm and a little happy at his words.

"Thanks, Curt," she wiped at her face. "You've always been someone I care for and can count on, ever since I met you. I'm glad I did meet you."

"Me too," he murmured and was looking at her in both contemplation and affection. Before she could reply, he leaned towards her and kissed her.

Penny didn't expect it (admittedly, she hadn't expected any of the other recent kisses she'd been given), but she felt herself relax against him and all her troubles float away.

But Curt was wonderful like that. He always did his best to help her out, make her troubles go away, and like she didn't have to worry about anything. She could always count on him to be there and try to find a solution to whatever problem she had.

And when he pulled away and gave her a sweet smile, she gave him a grateful one in return.

Started 6/23/16 – Completed 6/23/16


	17. Interlude: Domino Effect

**Summary for the Chapter:**

> Norman’s miserable, Curt and Flint have fun being jerk friends, and Kraven thinks they’re all idiots.

**Notes for the Chapter:**

> I needed to write this because I like writing their broship XD Also, to help establish a timeline and because all of these things I wanted to put into the next installment would have been too much and wouldn't have fit in with everything anyway, so interlude it is. Hope you guys got a kick out of this chapter, and please remember to review!

"Penny's been…missing. She hasn't been around."

If Flint's voice was skittish and worried, Curt made no comment of it to the other man. He was well aware of Penny's importance, especially to Flint, who admittedly (though now more in control of himself and stable than he had been) found it a lot more easier and was a lot more stable when Penny was around him.

"I gave her medical leave," he told Flint carefully. But Flint was still focused on him, so Curt gave a sigh. "The day after Norman and Penny's dinner –"

"Not a date," Flint smirked, snickering slightly.

At that, Curt smirked slightly too, likewise briefly imagining the two leaping to protest and say that same thing. But his smirk fell away when he remembered the next day.

"I don't know what happened," Curt told him. "I just know that something happened between those two and they're really upset. Penny came in that night and she was really injured. Told me she fought the Juggernaut in the morning, but when I asked why she didn't come in to the infirmary until then, she just shrugged me off. It looked somewhat healed, but I think that she'd found treatment elsewhere."

"She disappeared a week after that," Flint said flatly.

"She's upset," Curt pointed out again. Flint shifted agitatedly. "I found her with the GPS tracker on her communicator last week, the day after I decided enough was enough and when her week had passed, but she's still taking it hard."

"She came back to the Triskelion, went back to her duties and all," Flint mused. "That happened after you met up with her?"

"Yes," Curt confirmed. "So it's practically been three weeks since their fight and Penny's self-isolation and _Norman's_ self-isolation."

Flint raised his eyebrows. "His isolation? And I think I caught you mentioning that he's really upset too, and that something like a fight happened. How d'you know that?"

Curt snorted, giving him one of the driest looks he'd ever seen. "He visits his son, but he hasn't been out of his penthouse for anything else. Except, strangely enough, to go out and put villains off crime. He hasn't gone to work or out in public. After I gave Penny medical leave, the very next day, Norman comes hesitantly slinking into the infirmary –and have you known that man to be hesitant for anything? –and goes and asks about Penny's condition."

Flint gave him a befuddled look that Curt had had that same day.

"Yeah, I know. It went something like this…"

_If Curt was tired, then he knew he would have taken maybe a quick nap right then, especially after that strange visit from Penny last night. That is to say, he would have had Norman Osborn not entered the infirmary, strangely quiet and shoulders hunched, and looking as hesitant as the man was known_ _**not** _ _to be._

" _Has…Penny come in?" the man asked uncertainly._

_Curt tried to wipe the sleep away from his eyes. "Penny? Yeah," he tried to be vague, since he knew Norman didn't know she was Spidergirl and so wouldn't understand how she'd gotten injured. "She had to go somewhere though."_

" _She was injured," Norman interrupted, still strangely quiet._

_Unsure now, Curt tried to continue to be vague. "She came in last night and I checked her over. I gave her medical leave for a week off, so she's probably resting at home."_

" _Last night?" Norman's voice sounded hollow. "Why last night? She was injured in the morning. She was…she was bleeding a lot…"_

_Curt's eyebrows almost raised, but instead he kept his expression steady. "When I saw her, it had only been last night. And her injury was…well, it was closed up, so I think she might have gotten help elsewhere beforehand."_

_Norman nodded absentmindedly. "So she was…okay?"_

" _Okay enough," Curt corrected. He waited there patiently, but Norman continued to just stand there in morose thought._

" _Make sure she's okay," he muttered before turning on his heel and leaving Curt behind._

_Curt blinked. "What was that about?"_

"Definitely sounds strange," Flint agreed after Curt was done retelling it.

Curt shook his head. "Tell me about it. So I put things together and think something might have happened either during their dinner or the morning Penny was injured. And now they're avoiding each other and everything around them. I also think he might have found out Penny's Spidergirl, if her going around more in costume is any indication."

"How do you know Norman hasn't been out of the penthouse?" Flint picked up his coffee and took a small sip.

"I might have hacked into the SHIELD surveillance system of the place," Curt admitted, causing Flint to glance at him in surprise and burst out laughing. "I've also hacked into his penthouse's system and might have programmed love songs to play all the time. You know –punish him for hurting Penny, as I'm sure he did, and alternately get him to just accept how he feels already so it stops the whole freaking drama and because it's healthier than denial. Plus, I'm hoping it'll get him to get out of his stupid penthouse."

"Has it worked?"

"No."

Flint coughed, choking on a laugh. "What's his problem? I'm a former supervillain and a mutated human, and I accepted how I felt about Penny way long ago. You're, no offense, one-armed and a former –if unwilling –supervillain called the Lizard and who'd worked with Penny's arch nemesis and constant harasser."

"Oh, I could say quite a few things," Curt sighed. "He probably has us beat on that front. I could give you one word that sums up most of it though."

At Flint's prompted expression, Curt sighed again and shook his head.

"Goblin."

Flint got it. If being Sandman was bad enough, then having been the Goblin was worse.

Curt shrugged. "I guess if you had to think about all the things you did as the Goblin and hate yourself for it, then having had to rethink about those actions _again_ and then realize how most of those actions hurt someone you'd deeply cared about, you'd probably hate yourself even more. And then you have to tack on the whole having tried hunting her for her DNA, back before he ever cared about his actions and just wanted to expand and make his company richer and more powerful."

"Shoot yourself in your foot basically," Flint made the quip while thinking back to his own supervillain past, especially his 'first' second chance that he'd thrown away.

Curt grabbed a remote and turned something on, and a monitor flickered into life, revealing the Osborn penthouse. Norman was hunched over the kitchen isle and digging into something with a spoon.

"Is that…" Flint squinted, not sure if he was seeing what he was seeing.

"Ice cream," Curt deadpanned. "I'm pretty sure that he's finishing off the supply of Penny's favorite ice cream his home had stocked up on."

Flint whistled. "That's…kind of impressive."

"Depressing more like," Curt rolled his eyes. "He's probably also conflicted since a) he's been upset and blaming Spidergirl for his son's state, and b) I have a feeling that that night, Norman probably had the epiphany we already had. The look he gave her when she came in, and the way she'd dressed up, I'd be surprised if he didn't."

"Good for him. Finally," Flint said in exasperation. "So what's the problem with that?"

"Aside from after finding that out, he probably found out about Penny being Spidergirl?" Curt cleared his throat. "After revelation after revelation hitting him, he probably also is more self-conscious about society views and what's taboo or not, compared to us. He's older than her, you know. A little bit older than even me. And not only had he been already married, he has a son –a son who's _her best friend_. You can imagine the turmoil he's going through."

Flint winced. "I don't envy his life or him."

"He's probably going through one huge identity crisis right now," Curt concluded with yet another sigh.

"I can probably imagine what a man like him with an identity crisis would react to it," Flint had Curt's phone and was fiddling with it. "Lash out angrily, hole yourself up, ignore it and everyone, and then hope the problem just goes away."

"Mmhm," Curt took to his own coffee, watching Flint in amusement. "What are you doing with my phone?"

"You're using it to direct the love songs harassing Norman, aren't you? I'm finding one and putting it on repeat."

Curt chuckled.

* * *

If the 80's singer with the curly, glistening hair and the overly dramatic expression on his face bothered Norman, he didn't show it. Even though he had the urge to throw his remote at the huge TV panel that was broadcasting Robert Tepper's melodramatic performance and blasting his stupid voice through his whole penthouse.

" _Some things are worth fighting fo_  
_Some feelings never die_  
_I'm not askin' for another chance  
__I just wanna know why~"_

"I SAID SHUT UP!" Norman threw his glass of brandy at his television, only managing to break his glass. His TV wasn't even affected. "GO TO HELL!"

" _There's no easy way out_  
_There's no shortcut home_  
_There's no easy way out  
__Givin' in can't be wrong~"_

"I hated the Rocky movies," Norman muttered, collapsing in his armchair and reaching out blindly for the bottle of brandy on the side table next to him.

His son was still in a coma. He lost Penny. He made a horrible, selfish hero. He lost Penny. Octavius was still slinking around like the dirty rat he was. He lost Penny. All his mistakes kept coming back to haunt him.

_He lost Penny._

And this stupid, idiotic song had been on repeat for the past hour. Before that, an endless list of love songs had been playing every day since Penny's departure from his life, and he was wallowing in guilt, anger, and longing in his penthouse.

He took another swig of the bottle of brandy, only to find that it had been emptied and he'd finished it off while he'd been thinking. Dropping it to the ground, he got up and stumbled towards his alcohol cabinet. But his feet wasn't steady and his vision was pretty unfocused, and he had trouble breathing.

"S'not fair," he slurred, even though he wasn't quite sure what he meant by it not being fair. Everything wasn't fair. Yes, that's probably it. _Everything_.

Everything and everyone was against him.

"You're such a dumbass!" he heard someone exclaim in disbelief, and he stared at his now open door, seeing Flint and Curt coming towards him with blurry eyes.

"Wha're doin' 'ere?" Norman asked acidly, though he was barely understandable.

"Saving you from alcohol poisoning," Curt said matter-of-factly. Both of them reached his side and dragged him from the ground, and he hadn't even realized he'd fallen.

"Make 'im stop!" He threw out his hand and viciously pointed at the TV. "He needs to stop!"

"Stop what?" Flint muttered, exchanging a glance with Curt.

"Wha does he know 'bout me?! He doesn't know nothin'!"

"Come on, Norman. Let's get you to the couch," Curt said instead.

"I don't want to listen to him anymore," Norman grumbled.

"It'll be changed. We just need to get you up," Curt continued and they hefted him onto the couch.

The two were murmuring to each other, but Norman couldn't hear what they were saying. He started to drift, but woke up when Flint lightly smacked his face.

"Nuh uh. You can't fall asleep. Bad idea."

Norman said something, but he wasn't sure what he said. Curt was also suddenly missing.

"Didn't get that, sorry," Flint shrugged and proceeded to toss a blanket over his shoulders. "You're too cold. Curt went to get you water."

"I don't need to be babied," Norman mumbled, struggling to stay awake.

"Mmhm. You don't get any better, we're dragging you to the hospital."

He flinched and tugged the blanket around himself more.

"Mm don't wanna ask Penny for another chance," Norman mumbled some more. "And giving in is stupid."

"Don't know about that," Flint hmmed. "Giving in seems like it'll create less drama and stress for everyone all around. And what's wrong with asking Penny for another chance? I did. Sort of…"

"I don't deserve one," Norman muttered, eyes starting to slip close.

"Wake up, Norman," Curt said sharply, coming back and making him accept the glass of water. "And drink that. _All_ of it."

Norman pursed his lips, but did so without any arguments.

"You should talk to her. The two of you need to stop this whole avoiding thing and just have a good talk," Curt's voice softened.

But Norman slumped tiredly. "I know," he surprised them. "I know. I just…I knew I messed up not too long after she'd ran away from me, but…I didn't know what to do or say. I still don't know…"

Norman tilted sideways, still not feeling balanced. It allowed him to slump against the couch's arm. "I blamed Penny for what happened to my son," he said regretfully.

"So did your son after you first became the Goblin," Curt scoffed. "Like father like son."

"Harry's a better man than me," Norman muttered. "Probably because of her too. Penny was always a better role model and a person to him than me…"

"Oh quit with the self-pity act!" Flint burst out, startling the other two. "Look, I get it. You made some shitty decisions. A lot of us has, even if yours are worse than usual, and you have a tendency to slide back into those mistakes and sometimes repeat them. Fact of the matter is that Penny is _hurting_ and you're the reason. She cares a hell of a lot for you, hence why this whole thing with you is hurting her. So man the fuck up and do something about it!"

Norman grimaced. "I want to. I just don't know how to reach out to her again, after everything. And I don't know…I don't know if –" Norman's voice cracked. "If she could forgive me."

He reached out for Curt's phone out of the scientist's pocket and did something, and Robert Tepper finally disappeared from the TV.

" _All I need's a little love in my life_  
_All I need's a little love in the dark_  
_A little but I'm hoping it might kick start_  
_Me and my broken heart_  
_I need a little loving tonight_  
_Hold me so I'm not falling apart_  
_A little but I'm hoping it might kick start  
__Me and my broken heart~"_

Norman pulled the blanket over his head and tugged it around him tighter, intent on blocking out the world.

Flint exhaled loudly and flopped down beside Norman, sprawling on his spot on the couch. Curt grabbed the armchair and pulled it closer to the other two, before tiredly plopping down on it himself.

"I kissed her," Norman whispered.

That made the other two sit up slightly and stare at his covered figure.

"I kissed her. It just happened and it shouldn't have. But I saw _you_ kiss her first," Norman peeked out slightly, glaring lightly at Flint. "You kissed her and I couldn't get it out of my head, or why I was feeling unhappy and jealous, even though I didn't know it."

Norman hid under his blanket again, and Curt huffed and gave Flint a look.

"I knew it was your fault."

"Hey, what?" Flint said indignantly.

"I remember that time too. Norman and I were walking passed and saw the two of you on the shoreline, and you kissed her. I was obviously unhappy, but I remember seeing Norman with this strange look on his face. Then this whole thing with Norman, so I ended up kissing her."

"What?" Norman's head popped out from under the blanket cover.

"Ugh," Flint rubbed at his face. "What are we? A bunch of dominoes?"

He grabbed a pillow from the couch he was on, before throwing it and hitting Norman heavily in the face.

"And you! Your heart's not broken, dumbass! Go talk to her!"

* * *

Kraven shook his head to himself, quietly rummaging through Norman Osborn's room as he listened to the antics of the other three in the other room. Penny _was_ upset and missing Norman sorely, hence his presence in the Osborn penthouse, trying to find something that wouldn't be missed and something he could send Penny's way.

Not that it would be too hard. Judging by Osborn's current state, he was too miserable and out of it to really notice anything amiss.

Alas, it was still a good idea not to get too ambitious and get something that Osborn would definitely notice missing. Nevertheless, he did not like the fact Penny was so unhappy right now, and would do what he could to fix things.

Even if Kraven thought they were all idiots and Penny's taste in men left a lot to be desired.

Started 6/26/16 – Completed 6/27/16

**Notes for the Chapter:**

> Timeline to show that time actually is passing and things aren't being rushed or happening directly one after the other:
> 
> May 3 -Flint asks Penny out to a date and takes her out to a carnival. (Second Chance/flashback in Cotton Candy Heart)
> 
> May 7 -Amadeus thinks about Penny's strange magnetism while out bowling with her. Few days later (May 11), sees Penny and Dr. Connors in lab. May 14 -He sees Flint and Penny interacting, before he finds her later training and has a talk with her about second chances (Strange Magnetism).
> 
> (Stories to Be Told) Starting from the moment Penny meets Steve, they end up hanging out of uniform. Recently, Penny notices more and more about Steve's past bothering him. May 17 -Penny opens up first and mentions about her uncle. May 21 -Steve tells Penny about Bucky while looking at her Spider-cycle. May 25 -They trade stories about painted trash can lids and space pirates. He also tells her about his bank account and his team, and of Thor and Steve's shield. All through that time, Steve starts to confide in her more and more. May 27 -He tells her all about Peggy finally. May 28 -Talks to Flint about the problem. June 17 -Takes Steve to The Stork club and dances with him.
> 
> June 9 -Amadeus brings up Tony Stark and Penny is cornered, mistakenly is misinterpreted about their relationship. June 10 -Tony remembers how he met Penny the second time, and is also confronted by Natasha about his relationship with Penny. Penny comes over and they spar, dance and kiss. (Don't Be Lonely/the end referred to in Stories to Be Told)
> 
> June 20 -Reed Richards comes back into Penny's life. Curt notes the tension between Reed and Penny that evening, and brings it up with Norman and Flint two hours later. They end up overhearing Penny's fight with Reed and the implied relationship. June 22 -Norman confronts her about Reed. June 23 -Flint's upset during training. June 26 -Reed leaves Penny a message and decides to help them from afar. (Hello, It's Me)
> 
> June 29 -Penny visits Harry, and talks with Norman, remembering dancing with him junior prom night. June 30 (night) -Penny dances with Norman again, remembering back to that night. (Slow Dances in Burning Rooms)
> 
> July 2 -Penny wonders about Curt's lack of marriage, and then that night overhears two SHIELD agents and defends Curt while also blurting out she's his girlfriend. July 9 -Penny confesses what happened and Curt asks her out. July 10 -(evening) Goes out and eats hotdogs for a date with her. (We're Halfway There)
> 
> July 10 (night) -She finds Kraven in her bed and remembers how this thing with him started. (Hold Onto Me)
> 
> July 12 -She's forced to talk to MJ about her past date with Flint, while getting antsy about being late for another date with him. At the beach date, he ends up kissing a tipsy Penny. (Cotton Candy Heart)
> 
> July 19 -The Collector visits and Penny goes on board his ship and spends the day with him. Amadeus and group find out about it and kinda freak out. (Silent Echoes)
> 
> July 20 -Penny hangs out with Harry and remembers a bad incident in the past that Harry helped her through. (You'll Be Alright)
> 
> July 21 -Penny takes Flash home and Flash bonds with the team. Amadeus lets Flash know what happened to Penny in the past, and Flash and Penny have a heartfelt talk. (Pigtails)
> 
> July 23 -Penny comes home to find Kraven helping out around the house. She confronts him in confusion and amusement, and he ends up kissing her. (Crawl Home to Her)
> 
> July 31 -Norman and Penny have a dinner date and he kisses her. August 1 -Spidergirl fights Juggernaut in the morning. Norman wants to talk to Penny about the kiss and instead finds out about her being Spidergirl, and feels betrayed and lashes out. Penny runs away to the Avengers and hides out, only briefly going to the Triskelion that night to have Curt check out her wound and give her medical clearance. (I'm Sorry It Came to This/medical clearance mentioned in When You're Down and Out and in Interlude)
> 
> August 1-7 -For a week, Penny hides out in the tower and doesn't go out or speak to anyone but the Avengers. (When You're Down and Out)
> 
> August 8 -On the eight, Natasha kicks Penny out of the tower and Penny ends up running into Curt, who tries to cheer her up and ends up kissing her. (When You're Down and Out)
> 
> August 9 -The next day, Penny goes back to training the others and running SHIELD, but doesn't stick around long or hang out with anyone. (mentioned in Interlude)
> 
> August 21 -(Interlude) Curt and Flint talk about the current situation, Norman tries to drink himself to death, and Kraven goes to steal something of Norman's to give to Penny.


	18. Mandy Moore's My Jam!

**Summary for the Chapter:**

> Yeah, Miles hero worshipped Penny Parker. It was hard not to –because she was nice and cool and sweet and –well, it’s a bit of puppy love too, but he didn’t want her weirded out.

Miles Morales hadn't been the first "Spider-Man." No, there had been Penelope Parker, more known to him as Spider-Girl. He'd met her briefly in a hospital in his universe, and had heard tons of stories about her from other heroes who had known her and had become attached.

Iron Man had especially imparted onto him a brand of closeness he'd wondered at, so it hadn't been too surprising to him to hear the exploits and closeness of the Penny Parker and Tony Stark in this world.

But, needless to say, after that wonderful and very special to him moment of briefly meeting her, along with all the stories, Miles had found himself in awe of the girl he was only getting to know now because he was in her world.

It was a little different for this Penny too, because he was fighting alongside her, getting to know her and be friends, and she was a little more personal to him because of all that, when the Penny of his world had been more like a distant dream.

Yeah, Miles hero-worshipped Penny Parker. It was hard not to because she was nice and cool and sweet and –well, it's a bit of puppy love too, but he didn't want her weirded out. He had hero-worshipped and had a crush on his world's Spidey, but like he said –it was more personal and different with this Penny because she was his friend and he had actually been able to get to know her.

So there was no way he could pass up the opportunity to hang with her, especially since she'd practically been MIA for a week, and then had come back to them, only to not really be back. He meant that she came around, did her part to help SHIELD keep going in Fury's absence, trained the heroes and made sure everyone was on point and had their tasks and missions…but she didn't stick around long and was practically doing disappearing acts like she was practicing for a side-job as a magician.

No one could get a hold of her and that had everyone worried and frustrated with the weeks passing by. Not even Dr. Connors, though his agitation seemed to have mostly dissipated after that initial MIA week for some reason. He still remembered the talk he had with the Doc right before this.

" _Penny's not around," Miles brought up, watching Dr. Connors closely and trying to see if he could get something out of the scientist._

_Dr. Connors was still focused and continuing on his work, getting things ready for Miles' physical, and hadn't acknowledged or turned to Miles at that. That's why Miles was surprised by Dr. Connors suddenly answering him._

" _She's pretty down at the moment," he said lightly, not saying much. "She and someone close to her are having problems with each other, and it's really upsetting her. She really cares about this person, you see?" And Miles tried not to listen too closely to the undertone of jealousy that mixed into the understanding tone._

" _This person is also being a stubborn, hopeless, miserable and depressing idiot," he thought he heard Dr. Connors mutter. The SHIELD scientist cleared his throat, before finally turning to face Miles. "In any case, Penny's just not her usual self at the moment. Perhaps if you do manage to catch her, see about just going and doing something fun? Maybe something that doesn't bring up her absence around here or her troubles?"_

_Miles thought he could do that. He could definitely do that._

" _Sure thing, Dr. Connors!"_

" _One more thing," Dr. Connors said before he was going to start on the physical. "Try to get pictures of her, preferably smiling. Just a little proof she's doing sort of okay and something happy for her."_

" _Okay," he agreed, even if he wasn't sure what the pictures were for._

So after that, Miles had religiously staked out all the places where he thought Penny might be or go to, and ended up finding her in Fury's office (now sort of hers, while Fury was away and Penny was in charge). Okay, so that was kind of obsessive and maybe a little creepy, but he really wanted to make sure he'd find her and could ask her to hang out, to which he'd successfully coaxed her out of the office and was now hanging out with her in this weird, abandoned warehouse.

It was kind of cool though, because the place was all set up and adjusted almost like an obstacle course. Almost practically made to work with someone like with their powers…

"Hey, about this place…" Miles started hesitantly.

Penny smiled at him, swinging around the chains. "When I first got my powers, I found this place and started moving things around and setting things up so I could practice using my powers and stuff. These days, I come here to just relieve stress and play around with the makeshift equipment."

Hearing that made Miles almost topple over from his perch, because it sounded like this place was really special to Penny and a place she went to so she could be alone and relax.

"Huh, you know, I don't think I've ever shown anyone this place…" Penny thought aloud.

That further made Miles feel special, and a wide grin practically split his face. He held up the phone he'd been given for that world.

"Penny, smile!"

Caught off guard, Penny automatically turned to him and did so, and Miles caught a perfect picture of her smiling and looking happy. There was still a sad look to her eyes that he'd been seeing lately and didn't seem to be going away any time soon, but at least she was able to smile sometimes and pretend to be okay.

* * *

"Good job, Miles," Curt hummed, looking at the pictures he'd been getting from Miles all day.

Of course he kept them for himself, but he also sent them over to Norman, the main reason he'd tasked Miles with that duty. The man had asked to know how Penny was doing, and had even tentatively asked for him to manage to send him pictures to show she was doing okay, so he'd managed to slip that into his talk with Miles and was now receiving the results.

"Kid's doing good," Flint agreed. "He's gotten her to lighten up some. She's smiling a bit more today," he noted from the pictures.

"I thought Miles would be the best one from her team to try to cheer her up," Curt murmured. "Flash and her have their own hang ups they're working through, Ben's not quite the type to be comforting anyone, Amadeus tends to be too analytical and logical and requires Penny to help him get around that –so not helpful for her right now –and which leaves Miles. He's the youngest on the team, still with that youthful outlook, sweet on Penny –" the two of them paused at that, exchanging exasperated but also disgruntled looks, "and looks up to her and would want to do anything he could to make sure she is happy and not upset."

"So…perfect for the job," Flint nodded.

"Her original team's busy and they've had an established set up about this kind of thing, where if Penny's upset, they give her space and let her work it out on her own, unless they can do something about it. Triton's still pretty new and not sure about human customs, though he's attached to Penny for sure. That leaves Ka-Zar –and Zabu –Doreen, Tyrone, and Tandy, who respect Penny too much and don't want to overstep their boundaries."

"I would like to be able to do something," Flint said in aggravation, wanting to fix things already and help Penny just be happy again.

"We're all doing what we can," Curt sighed. "Although, maybe you can tie Norman up and drag him here, lock him in Penny's office, and force them to talk…"

Flint perked up. "Really?"

Curt gave him a look. "Not really. Kidnapping is illegal after all."

The other man shrugged. "I _was_ a criminal, you know…"

"Well aware of that," Curt said dryly. "And I'm not about to ruin Penny's work on rehabilitating you."

"Even if it means making her feel better and fixing things?"

"…I'll think about it."

If Flint looked smug, then he could only say that he had a right to be.

Besides, it would have all been for the greater good, right? Penny's the greater good, ergo it only matters if it's for her.

* * *

"Okay, hold onto the chain and then swing back and forth…just a little bit more…let go and flip!"

Miles whooped as he did as what Penny directed him to, landing on the stack of boxes on the other side. This was so much fun, and he could see how and why Penny would go here and just mess around. It was definitely a good place to get one's mind off of things.

From the corner of his eye, he watched as Penny laughed and smiled, doing a backwards flip on a wooden beam like a gymnast. He took a picture discreetly.

Penny really was great. Especially to him –she knew everything he was afraid of, knew how he felt about failing his world's version of her, and about his family. She was able to do all the things he'd wanted to do, be the awesome hero he wanted to be. Heck, he'd always wanted to be like _her_.

He may be the youngest around, but he wasn't dumb. He knew Penny drew in so many people, and it almost seemed like everyone wanted her, that everyone loved her. But Miles didn't care about any of that. He was just happy and grateful to have the time he did with her, and to have the experiences he was having because of her and with her.

He couldn't ask for anything more than the fact he was actually able to get to know Penny Parker, when he once thought that was impossible.

"Hey, Miles! Remember what I told you about your Goblin? How he's got a pattern to his attacks? Let me show how it goes and then teach you how I think you can beat him!" Penny called out and Miles' eyes widened, excitedly swinging over to her.

She was always helping him and looked out for him. It was really hard not to hero-worship her, like he had the Penny of his world. Miles probably wasn't the only one either, but he thought that it was like a rush being around Penny. The feeling was practically addicting, and he was probably one of many who'd felt that way and who always wanted to be near her.

" _She was one of a kind," Iron Man told him wistfully, watching the stars. "Spider-Girl was that hero that was truly someone everyone should look up to and try to be."_

And so Miles did.

"You know, in my world, the Penny there spelled Spider-Girl with a hyphen," he brought up teasingly.

Penny scoffed. "I must've been crazy in that world then! Hello? All the comic book heroes –Superman, Supergirl, Batman, Batgirl...Hyphens don't exist, my man! It's also about owning the name."

Miles laughed and shook his head.

"And I just think you're crazy and stubborn!"

"Well, that too!"

Penny then began instructing on how the Ultimate Goblin moved and attacked, and he paid close attention to what she was doing and saying. Still, he couldn't help admiring her too, watching her serious face as she lectured, and watching the small tilt of her lips upwards with his own smile.

He had a feeling he was going to be listening to Mandy Moore when they got back to the Triskelion.

Started 6/25/16 – Completed 6/29/16


	19. Won't You Go Cheek to Cheek With Me?

**Summary for the Chapter:**

> They’ve a swing competition to go to and Steve always looks forward to these times, ever since they danced in The Stork Club.

"So! We gonna have Ray Charles in there?" Tony asked.

Natasha ignored him, curling Penny's hair tightly and making sure the girl was sitting straight.

"Er, I guess?" Penny answered with a question.

Tony rolled his eyes. "Maaan, one of these days I'm just going to just tag along and crash your duo, see what it's all about!"

There was a knock and Steve poked his head around Penny's door.

"Can I come in?"

"Sure," Penny answered, while Tony said, "No!"

Tony humphed. "What's up, Cap? I thought it was immodest to enter a young, single girl's room," he teased the older male.

Steve made a face. "Quit making fun of my age."

Everyone, even Steve, couldn't help chuckle at the regular type of quip about Steve, who just shrugged good-naturedly right then.

"Well, if there's Ray Charles, then since I'm not going to be there, there's going to be Ray Charles in here. Friday, play my jam!"

"Yes, sir," Friday's voice echoed through Penny's room, and all of a sudden "Gold Digger" started playing.

"That isn't Ray Charles," Natasha snorted, pinning Penny's hair.

"Psh, yeah it is," Tony smirked. "Kanye's just intruding."

"Like you two are," Natasha snarked. "I'm not done helping Penny get ready. Are _you_ ready, Steve?"

Steve blushed. "Yes, ma'am!" he blurted out, which caused Natasha to be the smirking one now.

"If you want to help out then, start by getting this one," she pointed at Tony, "out of here and out of my way. I still need to get Penny ready for your competition."

"Right away," Steve mock-saluted, before heading over to Tony, who held up his hands in the defensive, eyes wide. However, he ignored him and grabbed Tony, tossing him over his shoulder and heading out of there.

"Hey, hey! Put me down! I can walk out by myself! I'm a grown ass man, you hear?!"

Natasha scoffed. "Finally," she said once the door closed behind them. She turned her attention back to Penny, smiling predatorily. "Let's get you looking drop dead gorgeous."

Penny gulped. If Natasha could cackle, Penny was sure the other female would.

* * *

Steve waited in the living room, wondering how long Natasha was going to take with Penny. He was a bit anxious to take her out that night, considering Penny's downed attitude these days. He wanted to help brighten her mood up, like she had done for him numerous times.

When he'd met the wise-cracking Spidergirl, it hadn't dawned on him how important she would become to him. But he had noticed how, even for the first time working with him, she'd adapted quickly and easily to work with him and the situation, and the fact that they were working seamlessly together on their first time.

He was still wary about how lightly she seemed to take things, always cracking jokes, even in the middle of a fight…but she got things done and by the end of it, he was beginning to realize it was a good tactic to irritate and rile up opponents while lightening herself up and keep the tension away. And when afterwards, they ended up talking about random things and she helped him continue to adjust to the modern world, then it was just the start of their friendship.

From then on, they grew closer and tended to hang around when he was working on his motorcycle or some kind of car, listening to music and talking about anything that came to mind. Soon enough, they were unmasked and getting used to seeing the other's face ( _"You're…pretty young," he said hesitantly, wondering about her and being in this line of work. 'Pretty,' his mind said instead. She grinned back at him. "Yeah, I get that a lot," her tone was teasing._ ).

And now, just recently, he had started to talk about the past, like he hadn't been able to with anyone else. Penny just listened patiently, and it let him relax and feel comfortable doing so, and he started talking about the war, the days when it was just him and Bucky and he used to be this sickly, frail guy, and then eventually he'd finally talked about Peggy, who it still hurt for him to talk about and visit.

Penny had started it though, entrusting him about her own past and what happened to her Uncle Ben, and how she felt about it. He didn't think she really talked about it with anyone, especially how she still felt about it, and so he thought it only right to open right up back to her.

Then she did for him what she did at the old Stork Club, and Steve didn't think he could care for her any more than he did now. A warm, affectionate feeling in him had sparked and grew, and was still growing.

That's why it was important for him to go out with her frequently and try to bring her spirits up, because he didn't want her to be unhappy and he definitely didn't like it.

"So what time are you guys going to come back? How long are you guys going to be?" Tony asked curiously.

"Sorry, Dad. Didn't know there was a set time," Steve tried to stop himself from smiling.

Tony held a hand to his heart. "Ouch! That's usually my line!" He laughed and shook his head. "Looks like I've been corrupting you, Spangles. I'm so proud!"

Well, Bucky would beg to differ and probably say Steve's always been a little shit and getting them into trouble…

"Hush up, you two. Focus over here and tell Penny she's going to win an Oscar tonight," Natasha ordered from the stairs, and the two of them turned to each other and smirked before turning to where Natasha and Penny were.

The grin died off of Steve's face as his breath was knocked out of him, while he vaguely heard Tony whistling beside him. Penny had always been pretty, but it was always something special when she dolled herself up like she was right then.

"Penny Darling! Unchain my heart and let me be!" Tony exclaimed dramatically.

"Shut up, you!" Penny's face turned red and she gave Tony a flustered glare. Then she turned to Steve with a small smile.

"You ready to go?"

"If you're ready," Steve smiled and stood up, coming over and holding his arm out gentlemanly.

"Don't be out too late," Tony cooed. "Don't forget protection, and if you're going to a hotel, have a lookout for paparazzi –" Natasha cut him off with a slap to the back of his head, while Penny sighed in aggravation and dragged Steve out of there.

* * *

She stepped forward and shook her hips, and he stepped forward next, taking her hands and twirling her around.

Steve loved going to these competitions. All the swing competitions they go to (and sometimes they just ended up at ballroom competitions or even Latin competitions), and Steve felt all relaxed and comfortable with her, and never failed to have the time of his life and have all the fun.

He looked forward to going to these competitions, and had ever since the two of them had danced in The Stork Club.

Steve dipped Penny, who giggled while hooking a leg around his waist. He brought her back up and she unhooked her leg, and then the two of them went for a lift.

After it was done (they lost, but it was okay –they were there just to have fun), they saw the late hour and gave each other mischievous looks.

"It's late," Steve stated nonchalantly.

"Should we call Dad?" Penny asked sarcastically.

Steve pretended to think about it. "…Nah."

They shared a laugh at that and headed to his motorcycle.

"We could head to The Stork Club," Penny suggested. "We could continue on fixing the place up and renovating everything."

"Sounds good to me," Steve agreed and helped her onto the motorcycle behind him. He started it up and then headed out of there.

It wasn't long until they made it to the old Stork Club, and they went inside it and looked around.

"She's still a beauty," Steve said wistfully, remembering the place as it was in his past.

"I'll bet," Penny said softly, and he turned to her and saw her give him a small smile. He smiled back and he headed over to the old school boom box they had left there. He pressed play and it began to play a CD Penny had made, with Fred Astaire crooning sweetly.

He turned to Penny and held out his hands. "M'lady?"

She laughed brightly, feeling (for once) lighter than she had been, and came towards him and slipped her hands into his.

"Dance cheek to cheek with me?" Steve asked cheesily, giving her a rather dorky grin.

It felt nice to be carefree and dancing with Steve like usual. It was like the song that was playing –all the worries she'd had through the week (more so) seemed to vanish as she let Steve distract her and make her feel like she was floating on a cloud.

"Thanks, Steve," she felt her eyes getting heavy.

"No problem," he murmured.

* * *

She had fallen asleep in his arms. Having no heart to wake her up and not wanting to go back just yet, especially since she was finally holding onto some semblance of happiness (and who knows how long that'll last or how long it'll be before that happened again?), Steve carefully gathered her into his arms and carried her to the new but retro-styled couch piece they'd gotten into there. Sitting down, he settled her comfortably next to him and let her be snug against his side.

His phone, that he finally mastered using thanks to Penny, buzzed and he looked at it, seeing Tony's name and a message pop up.

_Where r u?_

Steve had to reply back slowly, since he was using only one hand with his other being used to wrap around Penny.

_Stork Club._

_She k?_

He glanced down at her before looking back at his phone.

_Dunno. She was happy tonight, but still sad._

_Shit. Maybe I shud have her talk 2 Bruce?_

_Reminder –Bruce isn't that type of doctor._

_Meh. Details, details._

Steve laughed quietly and shook his head.

_You know what's bothering her._

The pause at the other end told Steve all he needed to know.

_Handle it, Stark._

_Will do, Cap. Don't u worry._

"Say, Buck," Steve murmured aloud. "I wonder how you'd handle this dame."

Bucky had always been really good with the ladies. It made him wonder about how his old friend would have taken care of Penny, and if he could have helped her back from the slump she was in. He'd probably be a lot better at this than Steve was, and maybe even help Penny get back to being bright and happy easily.

"You'd probably have her laughing like hell," Steve continued quietly. "Get her up on her feet and dancing like the old Hollywood movie stars back in the day."

Then again, Bucky wasn't really there anymore. It was only the Winter Soldier.

He'd told Penny about Bucky, but he had yet to tell her about the Winder Soldier. Talking about Bucky to her, she'd gained the same sort of affection and reverence for his old friend that Steve had had. Steve didn't want to ruin that and the image of his friend.

Humming somewhat solemnly to the cheery song, Steve laid his head back and vaguely let himself bask in past memories, good and bad, as he held onto his anchor to the present and brushed his fingers against her cheek absentmindedly.

Started 6/30/16 – Completed 6/30/16


	20. A Cup of Sugar to Go

**Summary for the Chapter:**

> Tony thinks it’s great that they’re making him out to be Penny’s sugar daddy. She thinks he’s an idiot and she’s tired of all these labels.

"I don't know about this, Tony..."

"Oh, don't be a sourpuss!"

If Penny was hesitant about going out with Tony, then who could blame her? It was different from going out with Steve, since despite people knowing who Steve Rogers (aka Captain America) was and maybe knowing how he looks like, people wouldn't really know or remember how he looked like, unlike Tony whose face was plastered across any and all media outlets. He was instantaneously recognized and paparazzi loved him.

But Tony had gone out with her before. Small places really. They went to cafés a lot, shopping sometimes…He'd never taken her to the social events he had to go to sometimes, simply because he (nor did she) want attention being brought onto her, in the case that people would start to recognize her and she would start getting a lot of media attention on her. This was especially unwanted when she was in school and had been a bit younger. They'd risked clubs sometimes, especially if Natasha and/or Steve (and the others) tagged along, but that was rarer.

Penny sighed at his nonchalant voice, before looking over her shoulder at him.

"Can you help pull the zipper up?"

He smirked and strutted over, helping her but going exaggeratingly slow.

"Don't worry! You'll have fun," Tony hummed cheerfully. "You need to get out, have fun. Enjoy the single life! So let's get _fancy_!"

Penny rolled her eyes, but smiled a little as Tony whipped out the lipstick and put it on for her.

"You're crazy, you know that?"

"I know~ But you love me anyway!"

Penny shook her head, but allowed Tony to escort her out of the tower and head to his waiting limo, where Happy was waiting for them.

"Penny," Happy tipped his head towards and grinned at her. "Great seeing you again."

"Hi, Happy! What are you doing here? I thought you weren't Tony's chauffeur anymore?" Penny asked, happy to see him again.

Happy laughed. "Ah, I volunteered so I can see you! It's been awhile after all."

"Aw, you don't miss me, Happy?" Tony interrupted.

Happy gave him a bland look. "Please, sir. You're ruining the moment."

Penny couldn't help burst out laughing, which Tony was inwardly grateful for and Happy was pleased to see.

"Chop, chop then! We're going to be late," Tony said, leaning back in his seat.

"Right away, sir," Happy snorted, but started the limo anyway.

They got to the place quickly due to Happy's expert driving, to which Tony got out first and then held out a hand to help Penny out. There were flashes of light blinding Penny the moment she stepped out of the limo, but she tried not to pay attention to the flashing cameras taking pictures of her with Tony. She was dismayed at being taken pictures of though.

Tony, however, didn't care about them and just led her inside. At the same time though, he was actually quite pleased at all the attention on them.

It would fit in quite neatly into his plans.

* * *

Tony smirked widely like he had won the lottery (which he could say this was the equivalent of definitely). He laughed under his breath as he threw the newspaper onto the table, taking a bite of his blueberry bagel and then licking the cream cheese off of his lips.

"Tony!"

Right on cue.

He turned to Penny, who came rushing into the kitchen and waving around her arms in a panic.

"Have you seen the news? The newspapers? TMZ?!" she panicked even more.

Tony snickered. "Yep, I heard what they're saying."

"Aren't you the least bit worried and freaked out?" Penny asked in disbelief and Tony shrugged.

He glanced at the article again and laughed, causing Penny to be in even more disbelief.

**Tony Stark: Sugar Daddy?**

"Oh, honestly," Tony waved her off. "It's not that bad. They've done similar stories on me before, connecting me to younger women, even men. Just take it with a grain of salt."

"That shit-eating grin of yours says otherwise," Penny noted mulishly, giving him a side-glare.

Tony's said shit-eating grin widened. "Actually, I don't really mind the article. I think it's great they're making me out to be your sugar daddy. I don't mind being your sugar daddy, my Sugar Penny~"

Penny growled, snatched up the newspaper and threw it at Tony's face. It landed with a loud smack as she turned and started to stomp away, throwing her hands in the air.

"You're an idiot! And I hate all these labels! I give!"

"But don't you want to be my sugar baby?" Tony hollered after her. "You can be my kept woman! I'll take care of you, Penny baby!"

A loud, frustrated scream answered him and Tony burst out into gut-busting laughter. Oh, he really did adore Penny. She was such a sweetheart…

Humming happily, he picked up the newspaper and went down to get his armor, intending to suit up and get out of there. He had something to do after all, and it was probably going to take all of his focus. So as soon as he suited up, tucking the newspaper inside of his armor, Tony flew out of there, heading straight to the large, towering building of Oscorp.

Not that he had business with Oscorp. Just with the owner, who should be inside of his penthouse this morning. And true enough, Tony found a way inside and hummed as he looked for Norman Osborn, who was depressingly hunched over a table. The low hum of the TV was in the background, and Tony almost skipped as he drew closer.

"Normie! Wakie wakie, eggs and bakie~" Tony sing-songed as he strode into the man's kitchen and glanced at the opposing living room. Dark, dark, and dark. Barely any light in here, damn it. And he thought he got dark and brooding when he was depressed.

"What do you want?" Norman asked, voice dark and unhappy.

"Checking in on you," Tony shrugged, taking a seat at the table without asking, and then retrieving the newspaper from inside his armor. "Oh, and to deliver your newspaper."

He slid it towards Norman, who glanced at the cover before snatching it up and throwing it at Tony's head. Unlike with Penny, Tony took care to dodge it.

"Do you think I want to hear about that again?" Norman snarled at him. "Bad enough I have to hear that crap on TV."

"Oh, on TV?" Tony said in delight. "They do work fast, the media!"

And if he listened closely, he could hear the voices of certain people from TMZ talking from the television.

" _I know Tony Stark doesn't mind them young, but_ _ **wow**_ _!"_

" _She's pretty, I'll give him that!"_

"Harry and Penny liked to watch TMZ early in the morning," Norman mumbled. " _It_ was on. That stupid story about you was plastered all over the news…"

Inwardly, Tony sighed and decided to cut the crap. At least a little. He told Steve he'd handle the situation, so he was handling it.

"If you're so miserable, why don't you talk to her?" Tony asked sarcastically.

Norman quieted down at that, glaring down at the table.

"Okay, do the silent treatment," Tony lightly sneered. "But it doesn't help anyone, much less yourself.

"Are you really her…?" Norman started to ask reticently.

"Her sugar daddy?" Tony began to grin. He still kept grinning when Norman turned his glare on him. "Sort of."

At Norman's darkening look, Tony elaborated. "I'm semi-joking, Norman. We don't sleep together. We _are_ just friends. And when _I_ say the benefits parts, that doesn't exactly mean the way it's supposed to be. I give her Stark tech, let her nose around my labs, spoil her with food –and yeah, maybe we kiss and basically make out sometimes –" He could see Norman stiffening up, but continued before the other man could blow up. "We're just lonely people though."

Norman looked like he couldn't comprehend what he was talking about, but Tony got that. It was partly why it was easier to explain that he and Penny were complicated, though that also usually exacerbated things too.

"You think superheroing is easy?" Tony asked, catching Noman off guard with what he thought was a switch in topic.

"Lately, I've been getting the feeling it isn't," Norman answered dryly.

"No, it really isn't," Tony's voice was sharp. "You can't just be a hero. You can beat the bad guy, even save some people. That doesn't always make you a hero. Usually, it's the sacrifices we make –sacrifices we make for everyone else, even if it's not something we would want or like, even if it takes away our own happiness."

Norman quieted down and listened closely.

"After being Iron Man for a while, I got that. Penny got that from the beginning, before she even became a real hero. Sacrifices and tragedies, Norman," and there was that light he wanted to see in Norman's eyes that told him the other was getting it. "The two of us, all of the Avengers really, we cling to each other. It's hard to let anyone else not in this business in, because they don't always get it or they can't handle it. To be honest, that's probably why Pepper and I have such a rocky relationship." Tony shrugged, though a bit of longing and sadness slipped onto his face. Norman caught it, but said nothing. It wasn't his place and he was starting to get it too.

"I'm there for Penny," Tony told him. "She gets her moments. She gets lonely. She feels lost. I'm there. Just like she was there for me when Pepper left, or when I wake up from the middle of the night dreaming of aliens crashing in from the sky or when I can't sleep. When we say we're complicated, that's just it –it's complicated and really doesn't need much of an explanation. We can be close, be intimate and be there for each other in our lonely moments, times when we don't think others will understand, and there's no damage done. We can be like that, do as we will, because we're comfortable enough with each other and trust each other to that point. We're lonely people who need someone to be there sometimes, and we can count on each other being that person."

Norman kept quiet, listening to what Tony was saying. It also made him wonder, back when Penny was just starting out, how she dealt with trying to be a hero on her own…

"You're important to her, you know that?" Tony continued. "You, your son, her aunt, and even that quirky girl that's friends with her and who I bet I'd have a lot of fun teaming up with to tease the hell out of Penny," he briefly smiled. The smile drifted away. "But I can say you and Harry were especially important and close to her, and who she spent the majority of her time with."

Tony sat back in his chair and directed his evaluating gaze on Norman, who hated to admit he started to feel self-conscious at that.

"I admit I've got issues," Tony said surprisingly. "I can be borderline alcoholic sometimes. I'm suffering from PTSD ranging all the way from when I was held captive in Afghanistan to having aliens destroying New York and me going up into a freaking worm hole and sending a nuke into it and almost dying. Plus, I've got daddy issues worse than your kid's –at least your son is making peace with you, when I didn't get to because my dad died before we could.

"Cap's PTSD hangs all the way back to when he was a soldier in WWII and sacrificing his life, only to wake up suddenly in a new world and era, and then having to deal with all that alien shit two to three weeks just after waking the fuck up. And of course I didn't make things any easier, with my smart mouth and looking a little like his dead friend and my dad. And when all the shit's settled, he still has to deal with the fact everything he knew has changed and everyone he knew is dead or dying. And we've got Natasha –brilliant, scary spy assassin, but –don't tell her I said this –she's totally fucked in the head. Nobody really knows about the Red Room, where she was trained, but everyone knows it's bad news and fucked up things happened in it. Clint, Bruce…similar problems. Point is –we've all got problems and we deal with them in our own ways, but at least we've got each other and especially Penny."

Tony took the newspaper and turned it so the picture was upright for Norman, folding it in half so that only Penny could be seen.

"Penny's got her own issues too," Tony confessed, and Norman looked up from the picture to him in surprise. "Her parents died and then she was left with her aunt and uncle, who became those parental figures she needed. But her parents started the trend and it affected her. People died on her watch and that affected her too."

"Her Uncle Ben," Norman realized.

Tony sighed. "He was the first, but his death really jacked her up. And then there was someone else, and it set the stage for her becoming afraid of losing the ones she cares for. She became Spidergirl in that time, and it made her realize it was a hard path and not an easy life to live."

"How'd she deal with it?" Norman asked finally.

"You," Tony said bluntly, making Norman startle. "You and Harry. The two of you and this place, she came here when she could, when she had extra time to spend. And when things got rough, when being a hero was too much, she definitely fled to here."

That made Norman flinched, but also reflect on the times past, whenever Penny was over.

"So," Tony drew his attention back to him. "I get that you're hurting, Norman. But how do you think Penny feels, with her fear of losing the ones she loves and of who _you_ had been a big part of from the beginning? She may look like she's starting to deal with things better on the outside, but the truth is she's a better actress than she's credited as and she's really sliding further and further into a hole."

Norman really had nothing he could come up to say to that, but it made him feel even worse, when he took account of how Penny felt and depended on him and Harry, when during that time, he'd conceived and been part of a plot against her. It was bad enough knowing what he'd done, but now knowing how Penny felt about him and his home…

"I'm not here to make you feel worse," Tony's voice was flippant. "I'm here to get you to get your act together and put you into gear. I know it'll take time for the both of you, but you two need to talk and get this shit over with. _Before_ the two of you self-destruct."

"I'm not ready to talk to her," Norman admitted. "I don't think I can or know what to say or do. I don't even feel like I deserve to."

"So write her a letter," Tony suggested flatly. "I'll wait."

Norman hadn't expected that, but thought that maybe this was something he could do. It gave him more time to form what he could say into words and put it down onto paper. So he got paper and a pen and began his letter, and he ignored Tony getting up and rummaging around his kitchen.

"I'm finished," he muttered, though he fingered something in his pocket he was reluctant to give over to the other man.

"Great! Hand it over," Tony said cheerfully, accepting the folded letter.

Norman made up his mind. "Wait!" he said, halting Tony from leaving after having placed the letter inside his armor. Norman took his hand out of his pocket and handed what was in it to Tony, who looked at the locket in surprise.

Tony watched him curiously, but Norman looked hesitant to say anything.

"I had it made for her before," Norman finally spoke. "I knew she was having a hard time about Harry, so I thought I'd get this made and give it to her to cheer her up. It has a photo of all of us during an outing inside of it."

Tony nodded grimly. "I'll give it to her."

He carefully placed it inside his armor as well, and then he was taking off.

* * *

Penny looked lost as Tony handed her the letter and the heart-shaped locket. Her hands gripped onto them tightly, but she gave Tony a small, watery smile and disappeared back into her room.

"Well, that went well." If only Tony knew whether or not to be sarcastic about that…

He trudged down to his lab, getting out of his Iron Man armor and starting to finish up the project he was working on. An hour or two later (he couldn't be sure), he found Penny walking quietly into his lab, her bare feet padding softly from the entrance to his side.

Her slim arms went around him and he smiled as he hummed in delight, twisting a bolt with one hand and the other reaching up to reassuringly grip one of her shoulders.

"Thank you," she muttered against him.

"Always, Penny Lane."

Started 7/5/16 – Completed 7/7/16

**Notes for the Chapter:**

> Tony's awesome~ :D I love this guy. Anyway, I hope everyone enjoyed that and please remember to review! Also, I've started another USM story called "Come Inside My Parlor", so check that out if you want!


	21. Can I Take You Home One Last Time?

**Summary for the Chapter:**

> Penny remembers Reed and how they used to be. Now she's stuck of whether or not to let him go.

"Oh, he has some nerve!" she heard Tony yell, and she wondered who he was talking about. Part of her hoped he was talking about Norman, as the light weight against her chest reminded her of the locket.

"Calm down, Tony," she heard Steve say next, though even his voice sounded strained.

"What's going on?" She entered the room and found Tony looking agitated and the rest of the Avengers with unhappy looks.

"You have a visitor," Bruce gave her an anxious smile.

Nervous and unsure, Penny headed downstairs from the upper room living room that connected their rooms, and down to the regular living area, to find none other than Reed sitting quietly on the couch.

"Reed?" she asked, feeling both relief and disappointment.

But still, a familiar old flutter came to her as Reed turned to face her, but she was surprised to find it feeling faded. The last time that happened was when she'd met Vi –She cut that off immediately. She still had trouble thinking about _him_.

With Reed though, despite it all, she still cared about him. And having seen him again after so long last time, she realized she still loved him. Seeing him now, that feeling was emphasized. But there was still that persistent ache she felt, ever since leaving on bad terms with Norman, and seeing Reed sort of highlighted that ache.

She could admit, to herself at least, that the break with Norman had actually pained her more than the break with Reed, which surprised her and made her think that she needed to think over things carefully.

"I figured you'd be here," he murmured, standing up from the couch he'd been quietly sitting at as he waited for her. "What with that media storm about Stark and some younger woman he was rumored to be dating, it wasn't hard to deduce that you'd be staying here after one remembers how close you are to him and consequently the rest of the Avengers."

"Yeah, I guess that does come out obvious," she said, not sure what else to say.

"I hear you've been having a hard time lately," he gently prodded, and she tried not to flinch in front of him. "Would you come with me out of here?"

Penny hesitated, but decided to go with him. She was dressed and ready to go out already, so she just came towards him and let him offer his arm, and she tentatively wrapped hers around it. She let him lead the way out of there, and arm in arm like they were, it was almost like how they used to be when they were together and they were happy.

The streets of New York was busy, but they blended well with the crowd. They'd walked all the way to a small out of the way diner that she remembered they used to go to a lot in the beginning. It made her heart heavy to look at it.

"I figure we could eat out here for old time's sake?" he asked hesitantly.

"That would be nice," she murmured, and they went inside and found their old regular booth.

"I hear you've been really upset," Reed said quietly after they'd ordered.

"How'd you hear about that?" Penny asked tiredly.

"Sue managed to get a hold of Widow, and the two of them had been talking and catching up, and you were brought up somehow," Reed explained. "I thought I'd try to reach out, see if you're okay and if there was anything I could do. I did such a bad job of that last time after all."

"You did," Penny said bluntly, unrelenting but not in a judgmental way. By now, it was just fact and she was beyond done being resentful and upset about it, and she'd had time and others to help her get over it.

She gave a small smile to soften her words though. "It is nice to see you actually making an effort to be here now."

"It's not too late?" he surprised her by asking, but he tried not to look too hopeful.

It was double-worded though, and she knew what he really wanted to ask her.

"Making an effort, no," she said softly and though it wasn't the answer Reed wanted, it had been a halfway reach and felt like an olive branch.

"We had good times, didn't we?" his tone still gentle.

Her small smile returned, softened a little more though. "We did," she confirmed, remembering.

"You used to order hot chocolate on the mornings we came here, and you always used a spoon to stir the whip cream on the top, until it dissolved into your drink. You never like whip cream –tasted strange to you," Reed laughed slightly. "But if you mixed it and had it dissolved into your hot chocolate, you said that it accentuated and made your drink taste better."

Penny bit her lip as she smiled a little more at that. "I could be really picky with the weirdest things…Do you remember all those times where Johnny would take the papers you were working on, and then you'd panic and run around searching for them, until Sue made him give them back? You always acted like a headless chicken and it was funny watching you."

"I did look quite silly at those times," Reed admitted, lips twitching up. "Johnny would make me so mad, and I swore that I would be the one bursting into fire instead of him."

Penny remembered all the happy times. Despite the bad times that came after and sometimes overshadowed the memories of the happier times, she had never had any problems being able to remember how happy she'd been with Reed.

He reached over and grabbed her hand, squeezing it and drawing her attention to his face.

"I'm not going to say sorry anymore, since I'm sure you're sick of me saying it," he told her solemnly. "But you _were_ sincerely loved."

Reed had always been unfairly good with his words.

* * *

He wasn't blinded by his pride. He knew that he'd messed up with Penny, and a day hadn't gone by where he hadn't berated himself about it, or the others had done so for him. It had taken a long time to repair his relationships with Sue, Johnny and Ben after the breakup with Penny, but he had finally managed to do so after a time.

Reed wished he could just repair the damage he'd done to Penny and the damage with their relationship.

Meeting Penny had been wonderful. He hadn't known, cared, or noticed her age when they first met –she'd been on a tour of the Baxter Building with her class, and she'd wandered off and consequently ran into him. They'd gotten lost in talk, and he knew the moment she left that he adored her and that her mind was beautiful.

Before she'd left, he knew he had to invite her back before it became too late to let her know and she was gone before he could have said or done anything. So he hadn't wasted time. And when she came back, he'd made that a pattern, and soon enough, she was over a lot and then eventually he'd kissed her.

And everything had been magnificent –until things degraded. Work, like always, became a huge focus for him. It was something Sue had hated about him and hated when she'd been with him. It was why Sue left him in the first place. It was always about work, work, and work. He hadn't learned anything from that when he was with Penny, and soon enough work had eclipsed his time and his focus, and he found himself neglecting Penny this time.

He also knew that he said things that were either condescending or just plain insulting in some ways to her. It was something genii were habit to –superiority and egoism and arrogance plagued them, and Penny was amazingly mostly free of any of that. Her overconfidence and pride was nothing compared to himself or Stark or God forbid –Doom.

So he'd spoken down at her at times, saying things he hadn't thought (or cared at the time) would be unkind or horrible to say.

_She was smart, so he expected more out of her. He hated her friends, both of them lacking and unmotivated. She wasn't an idiot, so he thought she would have gotten this explanation. Think harder, Penny. That Osborn kid was a bad influence and a slacker. She was so intelligent, but why was she having so much trouble –_

On and on it had went, and he had never been as condescending and patronizing before as he had been with Penny, who hadn't deserved it and had been the more mature and understanding of the two of them. Ironically, considering their ages –she had been the patient one and more of an adult than he had been, and he had been the rotten child. And then she'd given up on him and had left him, and he hadn't noticed until after her uncle had died.

By the time he had noticed his horrible behavior, she wasn't just done with him, she was now also grieving over her uncle. He had debated going to her then, at least to comfort her and do something for her what with her uncle dying…but he'd been too cowardly to come to her after everything.

And he messed up again, because she'd needed him then and he hadn't been there for her.

"You're bothered by something," Penny said and drew him out of his thoughts.

Reed looked at her in surprise. "What makes you think that?"

"You get this furrow between your eyebrows when you're thinking about something that's bothering you," Penny told him.

He blushed slightly, but gave her a small smile. "Is that so? You always were pretty observant…"

"I like to make sure to try to not be so oblivious about the people I care about," Penny said pointedly, and it made something in him ache.

He really did miss her and how caring she'd always been.

"I really was lucky meeting you," he told her sincerely.

She gave him a soft smile, and then their food was there and they became distracted by it.

* * *

Reed had felt huge pressure being with Penny. Her age eventually _had_ become a huge concern for him, and he always worried about someone seeing them together and making the assumptions they would –things similar to the scandals Tony Stark seemed to be reveling in these days (he was a bit envious of the man being able to ignore the scandalous headlines in favor of just being around Penny). He'd even promised her from the beginning that it wouldn't be an issue and they would act like a regular couple and not worry about things they shouldn't concern themselves with.

He gave in somewhere along the way and he'd become a liar.

He felt like such a failure because he'd failed her so badly. He should've been better for her, but now it was too late for the past and he was hoping she would forgive him and maybe they could start over.

"Things have been busy, especially since I became Spidergirl," she brought up suddenly as they walked along the path in the park that would lead to a water fountain. "I would have come by the Baxter Building to visit…even, you know, with what happened between us…"

There was a bit of a lie in there, but neither acknowledged it.

"Don't be a stranger," he squeezed her hand, holding it like he remembered he used to all the time.

"Do you remember coming here and making a wish?" Penny asked him, when they finally reached the water fountain. The late hour meant there wasn't anyone around, so they had the place to themselves.

Reed did remember. "It was two weeks after we first met. We found this place and there were tons of pigeons around."

"They kept trying to land on you," Penny laughed quietly, smiling at the memory. "You kept trying to swat them away."

"You made that wish at the fountain that the pigeons would go away and tossed a penny in there," Reed chuckled. He then smiled wistfully. "The pigeons actually did go away after another minute. And I…I made a wish. I tossed in a penny and wished you'd be happy."

Penny's smile faltered, while he turned to look at her. "Are you happy, Penny?"

And she gave a hard look at her life, and thought of the people in it, especially unable to not think of sweet Flint, loyal Curt, stupid but strangely attentive Kraven, and…Norman. Norman who she was hurting over, and who she couldn't believe was hurting too.

"Despite things, I am," Penny told Reed softly, giving him a regretful smile, and he knew then there weren't any second chances waiting for him.

He gave her a pained grin and a loving look. "I understand…"

He pulled her close and kissed the top of her head, staying there for a while with her wrapping her arms around him.

"Can I take you home one last time?" he murmured against her.

"Of course," she replied back affectionately.

So Reed took her hand again and led the way back to the Baxter Building.

And if his smile was a little sad behind the happiness as he watched her reunite with the others, then that's just how things was going to be.

He'd only had this one last time.

Started 7/8/16 – Completed 7/8/16

**Notes for the Chapter:**

> I have the urge to write a one-shot (or two-shot) about Reed/Penny's past relationship. And I also figure I'd blubber like an idiot while writing it XD Anyway, Phase 3 is actually already almost over, so I hope you all enjoyed this chapter and please remember to review! Check out my new USM fic "Come Inside My Parlor", if you haven't already!


	22. Keep You on My Arm

**Summary for the Chapter:**

> Flint goes to Penny’s art class to pick her up. Now the class’s got the bright idea that he’s Penny’s boyfriend.

"Penny's got an art class?" Flint asked curiously.

Curt looked at him unsurely. "I don't know, does she?"

"According to Norman, she does," Flint mentioned, looking at his phone, a new acquisition from them.

Curt's eyebrows raised. "Norman let you know that?"

"Mmhm," Flint nodded slowly, getting a little distracted as he typed back a response. "Says she goes to some sort of creative school for art classes. He says she volunteers on Saturday mornings sometimes."

Curt blinked. "Huh. I'm…surprised he let you know that. Why though?"

"I'm surprised too," he muttered. "But the why's easy enough. Wants me to pick her up since he was somehow let known she was there and it's around the time class is over. He and his kid used to pick her up and they'd go out for fondue."

"Fondue?" Curt asked in amusement.

"Fondue," Flint confirmed with a grin.

"Ah, Norman, why can't you just go out to eat lunch like normal people," Curt shook his head as he muttered. "Stark probably told him she'd gone there," he figured, talking louder. "Probably trying to prompt him to go pick her up, like 'usual.' Obviously, Norman deflected to you."

"I don't mind," Flint grinned again. "I got a license finally. Can I borrow a car?"

Curt quietly snorted. "There's plenty in the SHIELD hanger. Go help yourself."

Flint's grin widened and he practically shot off towards the doors. Curt shook his head.

"Maybe I shouldn't have said that."

* * *

Okay, so maybe he was a little too exhilarated and eager to have to pick out a car and to pick up Penny…but for once, he legally had a car he could drive (sue him if he picked out the AM-RB 001 Hypercar –he'd liked the look and he'd always been a fan of speed; before he became Sandman and before he'd gone to prison even, he used to visit the horse races and the race tracks, and bet a ton) and he was always happy to see and be around Penny.

Parked in front of the school she was volunteering at, he waited in the car. Although then he got sick of that and got out of the car, leaning against its side and waited there, hoping to spot Penny immediately. He nervously fiddled with the dark green dress shirt he'd put on, wondering if Penny would like the new look.

" _Can I change my clothes?" he asked Curt out of nowhere._

_The SHIELD scientist looked caught off guard from the question._

" _Um, I don't see why not?" Curt answered hesitantly. "Is there a problem to that?"_

_Flint picked at his green-striped shirt. "I've always worn these ever since the accident, and whenever I form up to my bio form, the clothes automatically form to my body."_

_Curt looked thoughtful. "I think it's more to the fact that you wore them when the accident happened, so they've become more or less a part of you. And because you have a set of clothes all ready to wear, you don't really have need to 'change' clothes and haven't thought to do so. Maybe if you focused, you can 'meld' them into you and appear without your clothes, and then you can pick out different clothes to put on over your biological body."_

_Flint hummed quietly, thinking about that. Deciding to give it a try, he focused and willed his 'clothes' to shift into sand and disappear into him before becoming biological again. At his success, he cheered as he clapped his hands together and then pumped a fist into the air._

" _Fascinating," Curt muttered, and then Flint remembered the other was still there and looked over to see him scribbling something onto a datapad._

" _H-hey! What do you think you're doing?" Flint quickly willed his clothes back on, face turning bright red._

" _Taking notes."_

_Flint's eye twitched a little. Sometimes, he really wished Curt didn't get all 'clinical scientist' on him. It was funny when he did it to others though (specifically Norman….)._

" _To be fair, I'm still your doctor, so I need to know this stuff and take note and all…But you also did decided to try it right here in front of me." Flint bet Curt would've been snickering by now._

" _I wasn't thinking," he muttered._

" _Think of it this way –at least you can get rid of your clothes instantly if Penny wanted to see you naked and ready –Gah!"_

_Flint was only slightly shaking Curt with his sand. Just slightly._

And so now that he had that figured out, Flint had dressed himself in a dark green dress shirt, black pants, and nice, polished shoes. He figured he should take a page out of Norman's book with dressing up, rather than anyone else, especially considering Penny's reaction seeing the other that one time for their dinner. Besides, if Norman could dress up, so could Flint.

By then, though, he'd realized and noticed that he'd drawn a lot of attention and a lot of students milling about or exiting the school were staring or at least glancing at him. He figured, aside from the car, they knew he wasn't a usual around there and that none of them had ever seen him there before. He tried to not notice or make a big deal out of it, but he was still getting used to being in society again and being around people.

"Nice car, man," he heard someone say from his side, and he turned slightly to see a younger male grinning at him before admiring the car. A group of the kid's friends were around him and were also admiring it.

"Thanks," Flint smiled a little, letting himself feel calm.

"Are you waiting for someone?" he heard someone else ask, and he turned to their direction to see a blonde female looking at him curiously.

"I am," Flint said. "I'm actually here for Penny. Penny Parker?" he elaborated, thinking that they might not know who he was talking about if he didn't add in Penny's surname. Still, they probably wouldn't know her anyway…

"Ah, Miss Parker?" the blonde asked, surprising Flint. "I think she'll be out in a minute."

"Oh, okay," Flint answered, his tone a little unsure.

He went back to waiting, but there was now a bit of whispering around him, which started to freak him out and he was shifting anxiously on his feet.

"Hey, I can go get her and tell her you're here, if you want," the blonde offered. "She's probably talking with Mrs. Ryker."

"Um, if you could," Flint hesitantly agreed. "She probably doesn't know I'm here."

"Oh, it's a surprise?" the blonde practically beamed at him.

"Er…yeah…"

"No problem! I'll be back!"

That was…strange. Flint inwardly shrugged, deciding to take it as it was, and just patiently wait by his car. SHIELD'S car. Right.

He wondered if he could claim this car, the way Penny owned the Spider-cycle? The Sand-speeder?

Right then, Flint caught sight of Penny walking out of the front entrance in confusion, her face visibly questioning as she looked around. She spotted him then and he gave her a big grin and a wave. Though her eyebrows moved up slightly, she grinned back at him and headed his way.

"Hey!" he greeted her.

"Flint! What're you doing here?" she asked, smiling happily. "And wow –you look really…nice." She turned a bright red.

Pleased at the compliment, Flint winked at her and made her smile even more. Her good cheer was great to see, compared to how she was before, and his eyes moved to catch sight of the locket laying against her chest. He made a noncommittal noise, but focused back in on her.

"Picking you up," he told her. "Somebody told me you go here and usually get picked up after."

Her smile faltered for a moment, but came back strong. "Yeah, that's right."

"So…you wanna go fondue-ing?"

Penny blinked at him before she burst out into laughter. She led him back to the car and Flint had to keep ignoring the fact the stares seem to triple, along with the whispering.

* * *

"This is definitely a nice car," Penny commented appreciatively, caressing the dash.

"I don't think I technically stole it, since Curt told me to 'help myself,'" Flint said with a mischievous look on his face.

Penny giggled. "I don't think they would appreciate that you picked probably what was the most expensive car in the hangar, and is now racing around with it like a lunatic." Not that she was complaining about his driving –she was a speed freak herself.

"I'm Italian," he explained, like that meant anything.

She raised an eyebrow in amusement. "What does that have anything to do with anything?"

"Italians are natural racers and dominate the race circuit."

Penny shook her head, unable to stop grinning. "I'm not quite sure that's true, Flint."

"Sure it is," Flint said flippantly. "Look at F1 and the likes of Guiseppe Farina."

"I'm more familiar with NASCAR, and not even that much," she told him with a shrug.

He scrunched up his nose in disgust. "F1 is so much better than NASCAR," his tone was dismissive.

She started giggling again. "Sure, whatever you say, Flint."

"What was up, back there? I swear they just kept staring and whispering."

Penny strangely blushed. "Um, by now, according to Debbie, they all think you're my boyfriend."

Flint didn't let anything show on his face, but he thought that over favorably. He gave her a sly smile, with a teasing look to his eye.

"That's not such a bad title," he drawled playfully, surprising her.

She looked at him considerably. As she'd thought when she was with Reed, she really did have to look over her relationships carefully and reevaluate them, especially now that there were things she was understanding from the others that she hadn't noticed or understood before. And especially now that she had to examine her own feelings closely…

"Want a turn at driving this thing?"

Though excited, she bit her lip to hold it back.

"I don't know…"

"If we crash it, I won't tell if you won't."

Ah, well, if responsibility was going to be thrown at the window –

"There's a close-down airfield around here we can go to," Penny suggested excitedly.

Flint chuckled and redirected the car. Soon enough, after following Penny's directions, they reached the abandoned airfield, and he parked the car and got out of it. After switching seats with Penny and giving her the first turn, she started the car and drove like hell around there.

Flint just enjoyed the ride, watching the brilliant smile on her face that he missed, along with the happy look in her eyes that had been subdued for a while.

* * *

"Boyfriend, huh?" Curt iterated while shuffling some papers. "This is getting hilarious. The SHIELD base is convinced we're dating, and now that art school believes you two are."

Flint snickered, faintly swiveling on the rolling chair. "Hey, we could get Norman's building to think he's dating her."

Curt cracked a smirk. "I'm going to buy a domino set and start inviting you two to play."

He bit his lip to keep from laughing at that. "We'd first have to drag Norman out of his penthouse and out of his funk."

"True," Curt nodded. "I thought you two were going to go for fondue?"

Flint snorted. "We went after messing with the car. The place she and the Osborns usually go to was closed for the week. Vacation or something."

"…Why do I get the feeling that was Norman's hand in things?" Curt asked sarcastically.

Flint finally burst out into laughter and shook his head. "I guess he doesn't want anyone else getting fondue with her!"

With a similar topic going on, there were three others talking about fondue in the Avengers Tower, with Tony Stark laughing it up and curling into a painful ball on the floor.

"Stop laughing," Penny's face was red. "It's not that funny."

"Which part? The part where Flint's mistaken as your boyfriend, or the part where you two tried to get fondue and failed?" Tony gasped out.

"It really isn't that funny," Penny told Steve, shaking her head in bemusement. "What's his problem?"

Steve strangely had a light blush on his cheeks. "It might have something to do with me and his father…and Peggy."

"T-this guy," Tony shakily pointed a finger at Steve. "Didn't know what fondue was. So when my dad flirted with Aunt Peggy, Steve's old flame, and asked her out to fondue, he was thinking about some very naughty things!"

"I was not!" Steve protested. "I didn't know what I was thinking it meant. I just knew he was asking her out for something," he grumbled.

"Oh my God!" Tony was still shaking with laughter, but slowly got up to return to his seat. "It's like Norman Osborn became Howard Stark, and Flint morphed into Steve! It's priceless!"

Penny just turned a brighter red and buried her face into her hands, refusing to listen to Justin Bieber singing in the background, courtesy of Tony and Friday.

Started 7/9/16 – Completed 7/10/16

**Notes for the Chapter:**

> I thought the mood needed to lighten up XD Also, Flint's having a grand ol' time reintegrating himself back into society, isn't he? Haha, I hope you guys had a good time with this chapter and please remember to review! If you haven't yet, check out my other USM story "Come Inside My Parlor"!
> 
> (This also would've been out faster had I not been so consumed with Neko Atsume and Pokémon Go XD)


	23. Please Refill Your Meds

**Summary for the Chapter:**

> Curt doesn’t feel well. Penny checks in on him and gets to be the doctor this time.

Curt was feeling miserable. His head ached and his throat felt sore, and his whole body was starting to feel warm. He hated to think it and he wanted to ignore it as best he could…but he knew he was getting sick.

There was no doubt about it and it made him unhappy at the thought of it, as he knew being sick would interfere with his work. It was bad enough he had only one arm to work with, now his whole body was going to screw him up too…

He couldn't even lament to Flint, since the other was working with the Cages today and helping them out on a project. He would go bug Norman, but the man was too depressing to deal with at the moment, and he was in a horrible mood as is. He didn't feel like exacerbating it by sulking along with the other with their matching unhappy temperaments. He also thought that Norman's horrible, depressed mood would probably also affect him even more and Curt's mood would adopt Norman's either way.

He moaned and shook his head, laying it on his desk after.

"Damn, this sucks," he muttered.

Maybe if he could just close his eyes for a little bit…

Sometime later, he woke up –but he was burning hot and he felt even worse than earlier. He felt like his whole body hurt and he couldn't think straight, or even open his eyes to anything but mere slits before his eyes became pained.

He mumbled something and tried to get up, vaguely recognizing that he was lying down somewhere. Had he fallen off his chair?

"Hey, hey! Lay back down, you," a familiar, welcoming voice said hurriedly, and he felt Penny's slender hands push him back down.

"Penny?" he asked in a hoarse voice.

"Here, drink some water –no ice, okay?" she told him and she helped him sit up, directing a straw to his lips and let him sip for a little before helping him back down after.

"What happened?" he mumbled.

"I came to see you and saw you at your desk. I was going to help you to your room, when I felt you burning up and figured out you were sick," she said, voice soft.

"I got sick," he kept mumbling, saying that redundantly. "I hate getting sick."

"Me too," she ran a hand through his hair and he sighed, pushing his head closer to her hand. "Sh, now. It's okay. I'll take care of you…"

Curt smiled slightly, feeling sleepy. "Mmkay, Penny. S'trust you. Yer always there fer me…" he trailed off and felt himself unable to keep awake.

* * *

When he awoke again, he saw Penny flipping through some papers and signing at a few places.

"Still working through paperwork?" he asked, a little more aware and at least able to open his eyes and see her clearly.

She looked up from the papers and gave him a bright smile. "Yeah. But it's alright –someone's gotta do it. Maybe I'll end up earning myself an eyepatch at the end of this," she joked. "How are you feeling, Curt?"

"Much better," he admitted, though he ended up coughing.

"Your temperature went down overnight, though you're lucky that you seemed to not have your sinuses clogged up. You do seem to have ended up with a cough though. Want some chicken noodle soup? I made it from scratch. It's Aunt May's recipe," Penny turned and grabbed a bowl, turning back to him with it. "It's still pretty warm."

His stomach gurgled. "I'll take that as my stomach saying a yes," he replied, giving her a sheepish look. "Thanks for all this."

Penny laughed. "Really, Curt. _You've_ always taken care of me too, you know. So of course I'll return the favor for my Doc."

He blushed a little, more so as he realized she'd called him hers, even if that's probably not what she meant. Still, he liked the sound of that.

She gently placed a lap table on him after she helped him sit up and tucked a few pillows behind him, and then carefully put the bowl of soup on it. He blew on it a little and took a sip, humming pleasurably.

"It's really good. Thanks a lot," he thanked her again.

"I've got water for you too," Penny held out a water bottle. "Nothing too cold though. Too cold and too hot are bad, right?"

"Right," he confirmed, giving her a grateful smile as he grabbed the water bottle from her and flipped the cap open. "How's the search for Fury going?"

"Not good, but not bad either," Penny sighed. "He's still gone and there's no leads on him, but at the same time, he's not showing up dead or anything, so I count that as a win."

"Showing up dead but not really being dead has been a thing of Fury's though, too," Curt brought up dryly.

"He shows up 'dead,' I'll still drag him to his office and make him finish everything before he decides to be 'dead.'"

Curt laughed and shared an amused smile with her, and then let her take back the water bottle and place it by his side. He also just realized that she was in his room. Just her and him. Alone.

No amount of sickness was going to make him forget that and he felt both embarrassed and anxious.

And flustered. Very, very flustered.

He was starting to work himself up and he really hoped Penny didn't notice or at least end up figuring out why. He was also hoping that she stayed there a while too, because he couldn't help but enjoy her presence and the fact she _was_ in his room.

If Curt wanted to selfishly hog her attention for a bit, that was alright, wasn't it? He was sick after all. He could be cut some slack…

"Do you need anything else, Curt?" Penny asked him worriedly, but he shook his head quickly, though that made him slightly dizzy and nauseous and a little headache had formed.

"Maybe something with aspirin. Get rid of my headache and the soreness I feel," he sighed, closing his eyes and trying to get his symptoms under control.

He heard some rummaging and then two pills were placed into his hand. He popped them into his mouth and then took his water bottle back from Penny and downed and swallowed the pills along with the water. He took a few more gulps of water before handing the bottle back to her.

"I'm really hoping this will be a short period of sick time," he told her in exasperation. "I can't stand being sick and I can't afford it, especially since I don't want to leave you to deal with everything on your own. Plus, there's just so much to do, that I especially need to do…"

"You just worry on getting better and not feeling horrible," she told him firmly, giving him a look. "Don't worry about all that other stuff! I'm fine and can handle things just fine, and whatever you need done, you can count on your team to deal with it. There are all the others who can help out and can do things for you. Delegate! Tell me who to assign to what and I'll get it done. I just want you to get better, alright? Focus on that."

Penny's concern and care for him made him flush red, which probably made him look like he had a fever again, given how Penny was now scrutinizing him closely and nibbling on her lower lip.

"You look hot," she noted unhappily and placed her hand against his forehead. "Though you don't feel like it…"

He laughed nervously, reaching up and grabbing her hand and gently taking it off his forehead.

"I'm okay! Really," he tried to reassure her. "I don't feel hot, so I don't think I have a fever at all. It's probably just on the edge of coming on though, making my face red and all…" he fibbed there.

"Okay," Penny said, though she still sounded unsure. "We should still check your temperature just in case. Plus, if you're right about it being on the edge of coming on, then we should definitely make sure and try to stop it before it becomes full blown."

Curt inwardly winced. "Er, I'm fine, Penny. I swear," though he ended up in a coughing fit that made Penny fret over him, rubbing her hand against his back and trying to soothe and help him through it.

Still, even through the coughing, he was able to lock in and focus on her small hand touching him, and how warm it felt and how nice it felt rubbing his back –

"Your face really is too red, Curt. Please let me check your temperature!"

Like always, he noted again how hard it was to say no to Penny. That meant he gave in and let her check his temperature, patiently opening his mouth and letting her put in the thermometer, though he was sure that his temperature would be normal (if maybe at least a little warm because he was heavily blushing).

"Hm, not too bad, I guess," Penny frowned to herself. "Still, are you sure you're feeling okay?"

"I am," Curt nodded. "And it's because of you. I'm horrible taking care of myself when I get sick," he admitted, knowing his own tendencies whenever he became sick. Taking care of himself was usually the least bit of his concerns. He usually ended up working all the way through his sickness, which also meant that usually he stayed sick for a long while.

"Well, you've got me around to make sure you do," she poked his arm. "Just like you do for me, you know," she rubbed the back of her head.

Curt clenched his hand slightly, mind whirling with lots of scheming thoughts. He really shouldn't, but…

"I am a little cold," he told Penny, shifting a little on his bed and clutching onto the blanket on him already.

Penny's eyes widened. "Really? Oh! That's right; you said that ever since you became the Lizard the first time, your temperature's been off and you get cold more easily, right?"

"Yeah, more or less," Curt looked sheepish again. "Um, maybe I'm just getting chills?"

"You'd still be feeling cold," Penny scuttled closer and picked up his blanket, tucking it more around him. "Do you want me to get another blanket?"

Curt held back his grimace. "No, no, it's fine. I'd much prefer your company. I'd rather have you here with me than have you leave to retrieve some blanket."

She looked thoughtful for a moment before looking hesitant, which made him curious as to what she was thinking. In the time she was doing that though, he was moving the pillows behind him back to their original positions, so that he could lay back down. Maybe he'd feel even better with yet another nap…

To his surprise (and secret pleasure), Penny had moved towards him and slipped onto the bed, scooting close and wrapping around him.

"Warmer?" she asked.

"Yeah," he said faintly, sure his face was blazing red by then. But that was just fine, considering Penny was not only right next to him, but wrapped around him closely and holding on tightly.

He _had_ hoped for this, but he didn't think it'd actually happen.

Penny yawned. "This is nice and comfortable. Do you mind if I fall asleep too?"

"No," Curt answered, still in a daze.

"Mmkay…"

Curt just hoped he could fall asleep too.

No, he took that back –he wanted to stay awake and treasure and memorize this entire moment for as long as he lived.

Started 7/13/16 – Completed 7/14/16

**Notes for the Chapter:**

> Pokémon Go has dominated everything. Otherwise this would have been out sooner XD But I still love you guys, so I hope you all enjoyed this and please remember to review!


	24. Once Upon a December

**Summary for the Chapter:**

> Kraven sneaks into the Avengers Tower and recruits Penny into bridging the gap between him and his brother. She says to hell with it and helps him out.

Penny sat cross-legged on her bed, peering at the locket in her hands. Inside was a picture of her, Norman, and Harry when they'd gone out for Penny's sixteenth birthday and had posed for the camera together after the dinner. The memory made her both smile slightly and grow sad.

"In Russia, there was once a lovely girl whose whole family was murdered, and she herself was lost and never found. She was a beloved young Grand Duchess, and it remains a mystery to this day as to what happened to her."

Penny blinked and then turned to face the unexpected visitor, seeing Kraven lounging on one of the loveseats in her room.

"Ana…stasia?" she guessed, the story sounding familiar. She didn't want to break it to him that the Grand Duchess hadn't actually survived, and that it had been proven she'd been murdered along with her family…

"If you want, we can go to my homeland and pretend you are much older and actually the young Duchess!"

She accidentally let out a giggle and turned to him in amusement. "Why ever would we do that? Aside from the fact that I am way too young to be her."

"You'd become royalty," Kraven nodded knowingly. "You can have whatever you want and not be so miserable. And I can benefit by being your advisor."

Penny rolled her eyes and said wryly, "Thanks a lot, Rasputin."

Kraven huffed, but grinned a little. "Russia is not so bad though. You would like it."

"Hm, maybe one day," she murmured, fingering the collar of the dress shirt she wore. Kraven noticed.

"I can get you a new one," he pointed to it. "I'm sure that Osborn has plenty more he won't miss. Besides, he's too distracted these days."

She ignored his reply about the shirt, choosing to instead focus on what else he'd said. "Distracted? How? What's wrong?'

Kraven scoffed. "You are clearly his weakest point. He obviously cannot function without you."

She shook her head in denial, but that Kraven had made that observation caught her off guard. One, it was such an outrageous claim that she didn't want to think too into it. But then again, it was made by Kraven, who was known for his observations being too close to the mark most of the time.

"What're you doing here?" Penny asked instead, which she was actually curious about. This was the Avengers Tower –it was one thing for him to sneak into her room at Aunt May's, but another for him to get into this place.

"I asked to get in," Kraven said bluntly.

"Tony or one of the others actually let you in?" Penny asked in surprise.

" _Nyet_ ," Kraven confused her. "There was a voice. Her name was Friday. She let me in when I explained I was here to see you and cheer you up. And ask a favor actually. Who is that woman? A secretary?"

Penny bit back her laugh, shaking her head in the negative. "Well, sort of…but not really. Friday is Tony's AI and who controls the tower and everything. She replaced Jarvis, who became Vision."

Kraven gave her an odd look, but he didn't question her. She asked her question again, as he hadn't quite answered her.

"I am going to tell you a story," he said calmly. "Listen closely, Petrushka. In Russia, most families are as cold as the weather. My family was one of the coldest. My father and mother were hard workers, and my father had been in the Russian army. War changes people." She remembered him telling her that before. "He vas not kindest man. He vas very strict," she noted his accent getting stronger as he spoke. "He beat my brother and I often, usually very drunk. He sung that song I sing to you often –it is an old Russian var song about a soldier that died on the frontlines and never vent home. I haff always heard it because of my vader, but I do not hold very fond memories of it."

Penny stayed quiet, listening to him speak about his past, which shocked her. She didn't think it was something he told just anyone and she wasn't sure what to make of him telling her.

"Dmitri looked up to me," his voice held a tinge of regret. "But I vas the oldest and took the brunt of our vader's anger. I resented Dmitri for that and began to take out my own anger on him."

"It was a big, ugly cycle," she muttered and he reluctantly nodded.

"As soon as I could, I left there and left everyone. I took up the hunt, learning and training, and years pass by. I eventually met my vife Sasha. She vas a beautiful woman, who gave me two sons and a daughter –Ana. During a hunt for the artifact I vas not careful and vas…killed." Penny blinked, having not expected that. He was alive after all, and in front of her! "My family used a ritual to bring me back to life. I vas not…I vas not okay." He faltered and then took a pause.

"I vas very cold to my family, and my temper had become explosive. I vas not the same, not who I vas before I'd died. I did not pay attention to Sasha and I beat my son and daughter," he said regretfully. "I don't remember much from then. I remember ranting about the family needing to prove themselves. Sasha…Sasha complained about it and I vas going to kill her. But then…but then Ana did it. And then she killed her brothers. She stabbed me last and I managed to get away, and then I vas stuck in a cursed life until I vent against the Vhite Tiger, who I vas hunting for his amulet –ve engaged in a fight and I got to him. But before I did, he struck me right here," Kraven pointed at his chest, where his heart was. "He paralyzed my heart and struck a fatal blow, and then did so again, bringing me back to life and freeing me from my curse."

She was taken aback by the story, still in shock that Kraven of all people was sharing it, while also not sure what to make of a lot of what was being said. Dying and being brought back to life, his family being murdered, Kraven going crazy…It felt like something out of a comic book or a TV show. But the look on his face said it was all too real, so she continued to keep her mouth shut.

But then…

"Your daughter," she hesitantly brought up. "Her name was Ana…"

Kraven smiled grimly. "Our Great Grand-Mama loved Anastasia's story as vell –she even vas one of the impostors that chose to claim that she vas the Grand Duchess. She named her daughter, my Grand-Mama, Anastasia. Ana, my Ana, vas named after them."

He shook his head. "Never mind that. I vanted to ask you for a favor." Curious, Penny waited for him to continue. "I vould – _would_ like to ask that you come meet my brother."

Penny's eyes widened. "Did he…did he finally agree to meet you?"

Kraven grimaced. "Yes and no. He said he would if you were to meet him. I told him about you and how you insisted on me finding him. So…he's grumpily allowed me to talk to him, if he talked to you first."

She could only just stare at him. She didn't know what to say to that, or what answer she should give. After all, why _was_ Kraven's brother wanting to meet her? Did she do something wrong in continually encouraging Kraven to find and talk to his brother? But that made her frown, because she honestly believed it was something that had to be done, and she still believed in that.

"Okay," she finally answered. "When?"

"Today," he sprung on her, and she started to panic a little.

" _Today_?" Geez, couldn't he have given prior notice? Like maybe a week (a month more like it) in advance?

Kraven shrugged. "I didn't want to give you room to protest or overthink it. And I just found out a week ago."

Which, again, a week notice would have been fine!

She sighed in aggravation and gave him an annoyed look. "Fine, fine. Let me get ready and then have breakfast, and then you can drag me off to meet your brother."

He gave her a very pleased (with a tinge of gratefulness) smile. "Thank you, Petrushka."

* * *

Having Kraven, of all people, walk with her to meet the Avengers in the kitchen was a bit weird, and she was admittedly a ball of nerves about it. She was all ready to play referee and get in between him and the others if she needed to, but she didn't want it to come to that. Sure, Kraven was a crazy hunter and technically a villain…but he wasn't there to start a fight or anything, and was there to ask a favor of her.

Of which she said yes to.

She really didn't know what was going on in her head these days.

At the entrance to the kitchen, she watched as Tony was slowly coming out of his zombie state the more he drank his coffee, Steve reading the newspaper as usual, Bruce and Natasha making breakfast this time with Thor readily eating pop tarts beside them, and Clint carelessly sitting on top of the refrigerator while fiddling with one of his arrows. She nervously cleared her throat and everyone's attention went to her. Strangely enough, they didn't bat an eye at Kraven's presence by her side.

"Um, guys, this is Kraven," who she had told them about (one of the few aside from Ava and Fury that knew about Kraven's strangeness and repeated visits).

Tony grunted. "Yep, we can see that. Nice meeting you, Hercules."

"I have met Hercules," Thor said in confusion. "That is not him."

Tony rolled his eyes, but didn't bother to answer to that. Penny just blinked, while Kraven leaned over to her.

"This is normal… _da_?" Kraven muttered to her.

"I don't know?" was what she could answer back with.

Natasha snorted and looked over to them, eyes lingering on Kraven. She said something rapidly in Russian that Penny didn't catch, and Kraven flinched, watching the assassin warily.

" _Malenkaya_ ," Natasha directed towards Penny, while turning from the stove. She expertly moved the chair next to her away from the table with her foot and nodded towards it. "Come eat."

Penny glanced at Kraven, who had a bewildered (if still wary) look on his face, and went towards Natasha without further prompting.

"Hey, _mudak_ ," Natasha glanced indifferently at Kraven, who balked while Penny nearly spilled the orange juice she was pouring into a cup at the curse word. "You going to sit down and eat or stand there all day like a _zadrota_?"

Penny stared at Natasha as Kraven strode over to a chair (far, far away from the Black Widow). Someone woke up on the wrong side of the bed this morning…?

"Friday told us about our visitor," Tony spoke up suddenly, yawning widely. "So yeah. Not surprised."

Clint pointed his arrow at them. "Eat up, you two. You guys have plans, I know. Whatever they are, breakfast is a good idea! Mm, yeah, breakfast…When are you two done?"

Bruce made an aggravated sound, ignoring him, while Natasha grabbed a knife and threw it his way without looking away from the eggs she was frying. Clint cursed as he dodged it, glaring slightly at Natasha.

"Just eat your breakfast quickly, so we can get the hell out of here," Penny told Kraven with a sigh.

Kraven nodded rapidly, eager to get out of there as well.

* * *

Kraven watched intently as his brother walked back and forth in front of the café that Dmitri had chosen for the meeting place. He had tracked down his brother, with repeated attempts to try to talk to him. Dmitri had refused every single time, except for the last, where he demanded why from Kraven. Having brought up Petrushka, Dmitri had agreed to talk to him on the condition he talked to and met her first.

He hadn't been sure and wasn't open to the deal, until he thought it over and decided to ask her first.

It was luck that Dmitri had moved to New York a year and a half ago, and so Kraven had had no need to go all the way to Russia to find his brother. But he was hostile against Kraven, which made it hard to approach his younger brother and be able to talk to him after all this time.

He started muttering in Russian, still watching Dmitri pacing.

A tap on his shoulder made him look to his side at his companion, who was frowning at him.

"You know, watching him from a distance does not mean it's okay for you to be all 'hunter-esque' and watch him like prey," she told him with a raised eyebrow.

"I did haff –have to track him down like one," Kraven admitted.

She gave him an odd look, but he just sighed and grabbed her hand, deciding to finally head towards his brother and start the meeting.

"Dima!" he called out and his brother turned at the nickname. "I haff arrived with Petrushka Parker."

"Penny!" she interrupted. "My name is Penny Parker."

Both brothers ignored her and Dmitri gave him a wary look before looking over Petrushka.

"This is Petra?" he asked, his accent heavier than Kraven's.

" _Da_ ," Kraven answered quickly.

"I no speak to Petra vith you around," Dmitri scowled. "I speak to you _after_ I speak to Petra."

Petrushka looked like she gave up about her name, which made Kraven want to smile in amusement. He kept it in however and focused on his brother.

" _Da_ ," he said again, grumbling in his head. "Speak to her, if she is okay with it."

Dmitri turned to Petrushka, ignoring Kraven now. "I speak to you now, okay, Petrushka?" he asked uncertainly.

Petrushka glanced at Kraven briefly before smiling softly at his brother. "That's fine, Dmitri. Would you like to have some coffee while we talk?"

As Dmitri awkwardly offered his arm and Petrushka accepted it, Kraven let out the breath he didn't know he was holding as he watched them move away from him.

But he felt better when he saw Petrushka briefly look back at him and smile, and the weight on his shoulders lifted.

* * *

If Ava was feeling tired after a long night of patrolling, she wasn't about to let it show now –not when Kraven the Hunter stood there in front of her.

She crouched low, ready to dodge or attack whenever she saw an opening, but at the moment, Kraven only watched her with a grave face. It made her restless and want to growl at him, wanting to know what was his problem and what did he want with her.

"What do you want?" she went ahead and demanded from him. "Come to try to take my amulet again?"

Kraven looked off to the dark sky for a moment and she almost took the time to launch an attack, when he focused on her again and the opportunity slipped away.

"I am sorry."

She inhaled sharply, staring at him. Did he just…

"I am sorry," he repeated, and then he nodded towards her before walking away.

She knew what he was apologizing for. Penny had told her multiple times how she tended to badger the man about apologizing about the past…But to think he would actually do so…

She didn't know what to say.

Started 9/25/16 – Completed 10/3/16


	25. Wish For One More Chance

"Your playlist is horrible."

Curt just gave him a quick look, but said nothing. Not even Flint said anything at first.

But did they really have to continue on with this inane insistence on playing love songs?

Flint shrugged at Norman. "Well, Charlie Puth has something very important to say. You two _don't_ talk anymore."

"It's not even the original song. It's some cover."

"The slow piano beat matches more," Curt answered succinctly.

"I'm out of my penthouse, aren't I?" Norman said bitterly. "I'm not exactly holed up in it."

"For once. This is the first time," Flint pointed out. "Look, would you just finally go talk to her? It's been too long. You two need to talk."

"I screwed up," Norman murmured.

"We know," Flint and Curt chorused in exasperation.

Norman knew too. That's why he just didn't know what to say to her or how to face her after everything. He'd been the Goblin. He'd been the one who'd first set Octavius after her and all. He had, even before it all, gone after her for her DNA. How could any of that be forgiven by her? And then the way he'd reacted to finding out about her –he'd lashed out, letting his emotions spill out and just rule over his words and his actions.

Why would she still care about him?

He was afraid to find out that was exactly the case.

"Fine, I'll change the song," Flint grumbled. The next song didn't make Norman feel any better.

"I don't want her to act like she loves me!" Norman snapped at them.

"Really? Why not?" Flint asked curiously. "I would be over the moon."

"I don't want her to act like that if it's _just_ an act," he answered, looking away from them. "Would you be over the moon then?"

"You're right," Flint agreed in morose understanding. "I wouldn't want that."

"If I didn't know it was an act," Curt admitted, making Norman look at him in shock while Flint blinked. "It's better than nothing from her."

"Is that really okay?" Flint asked softly.

"No," Norman said adamantly. He was sure of it. "I don't want a lie. I would want to see her really happy and in love, even if it's not with me."

He didn't know if that was true though. He wanted that, but he couldn't make himself watch it happening. He was too selfish to really let that happen, not without forcing himself to keep his distance.

Norman sighed and hit his head against the metal desk, not wanting to look at anyone or talk anymore.

* * *

The night sky was beautiful. Penny could sit on that rooftop and just bask in the dark skies' beauty, with the stars actually shining brightly. In a city like New York, the skies were usually clouded and the stars were hidden.

Tonight was special though. There was something in the air…Something she just got a sense of, even if logically nothing was pointing out to something different…

She smiled as she caught sight of a department store's window display of TVs, all of them playing _The Nightmare Before Christmas_. Soon enough, Halloween would be upon them.

Watching the familiar scene on the TVs, she began to sing along. "I sense there's something in the wind that feels like tragedy's at hand. And though I'd like to stand by him, can't shake this feeling that I have. The worst is just around the bend."

Giggling, Penny stood up and began to mimic Sally from the TV, carefully balancing on her toes and twirling slowly on the roof's ledge.

"And does he notice my feelings for him? And will he see how much he means to me? I think it's not to be. What will become of my dear friend?" Her smile faltered under her mask, as her thoughts traveled over to Norman. "Where will his actions lead us then? Although I'd like to join the crowd in their enthusiastic cloud. Try as I may, it doesn't last. And will we ever end up together?"

She jumped and nearly tripped, but caught herself. However, after she did so, another pair of hands steadied her and she found none other than Deadpool there. He saluted her cheerfully, and to her amusement, started to sing the last parts of _Sally's Song_.

"Oh ooh," he warbled. "And will we ever end up together? No, I think not, it's never to become. For I am not the one~"

He dramatically held the back of his hand against his forehead. "Oh woe is me! Pen-Pen, are we really not to be?"

Penny laughed and swatted at his head. "Wade, I think you've been eating one too many chimichangas."

"…Maaaybe."

She laughed again and hopped back onto the roof. Wade joined her a moment next.

"So what's up, my darling? The sky? The universe? My nose hair?"

Penny blinked and gave him a strange look, but he shrugged and just rocked on the balls of his feet cheekily.

"Then again, instead of up, maybe down is a better question, like maybe Vanessa's perfect awesome downward dog position that you might like to try out –"

"Nope, not hearing it," Penny plugged her ears and looked away from him.

He snickered and winked at her. "Are you suuuuure? 'Cause she and I got awesome tips and even offer demonstrations…that you can participate in and…"

By then Penny had tuned him out and continued to eye the rest of the city, though she did have trouble not thinking of Norman. The song had sparked that line of thought, and now she couldn't stop and her frown was deepening as seconds passed.

"Okay," she heard Wade's voice become serious, and she blinked as she felt herself get dragged. "We are going out for some ice cream!"

"What?"

"You are obviously brooding. What cures brooding? Ice cream!" he declared.

"Who says?" she asked, amused.

"Me, duh! Besides, better than me unliving people~"

"…Yeah, okay." Still, she admitted her mood had taken a downward turn and she was feeling unhappy all of a sudden.

They stopped for a second and she turned to face Wade, who looked at her. Even with his mask, she could see his serious but caring look.

"Things will get better, you'll see," he told her gently. Then he suddenly brightened up and became back to being giddier. "If not, you can just move in with me and Vanessa and have wonderful, wonderful threesomes and learn to unlive some people and enjoy the guts and brain matter splattering!"

"Yeah, no."

If Deadpool pouted, Penny could just giggle inwardly about it, even if she was still slightly disturbed about Wade.

* * *

After patrol and her little rendezvous with Wade, Penny had made her way back to Avengers Tower. Tired and just a little sore from that evening's activities, Penny took a quick shower before she ended up flopping like a fish onto her bed.

She was unable to sleep though. Staring at the red light of the numbers of her digital clock, her mind was still racing.

Tony was being an ass again, as she could hear throughout the tower the movie _The Corpse Bride_ playing through every room, courtesy of Tony the Jerk and his minion Friday.

" _I_ could feel pain if I touch a burning candle," Penny mumbled. "I wish I _didn't_ have any tears to shed. Ugh! Stupid Tony! Go to sleep already!" she yelled out at the end.

"No! It's Tim Burton night!" she heard Tony yell back, and she doubted that he'd heard her personally. Friday probably relayed what she'd yelled to him.

"Watch freaking Beetlejuice then," she muttered.

Suddenly, her room was blasting a song and Penny sat up in frustration. It was a familiar song, but last time she remembered, Rixton was the artist of _Me and My Broken Heart_ and not a female.

"It's a cover, Miss Penny," she heard Friday answer her unasked question. "I believe this is Mr. Stark's retaliation."

"What a kid," Penny sighed in aggravation. "Playing a love song or a heartbreak song makes no sense."

"Mr. Stark says that it's starting to finally work well enough on Mr. Osborn."

She gave a strange look to the ceiling. "O…kay?"

Still, the song was making her miserable and she resolved to stuff Tony's Iron Man suit full of her web fluid in revenge. Lying back down on the bed, she grabbed a pillow and closed her eyes, trying to squeeze out the tears from coming, though they came and leaked out anyway. Clutching the pillow to her, she wished that things were back to normal and back to how it had been, back before she and Norman got into a fight, back before all her guys started acting funny around her, and back when she was just some dorky, lonely girl who never had a guy look twice her way.

"Are you okay, Miss Penny?" Friday asked quietly.

"No, Friday, I don't think so," Penny choked out.

She shoved her head under her pillow to block out everything, but couldn't force herself to sleep. She felt someone gently tug her pillow off of her head, before a warm callused hand brushed through her hair.

"Sorry, Penny Lane," Tony whispered. "Rough night?"

"My best friend is still in a coma, I don't know how I feel about a lot of guys, and I really miss Norman. I'm tempted to ask MJ to run away with me and become nuns or something, but she's always busy at the Daily Bugle nowadays…And Deadpool forced me to eat some of his Rocky Road ice cream and I _hate_ marshmallows in my ice cream," Penny sniffed.

Tony laughed a little at that, continuing to brush his hand through her hair.

"Sounds like a plateful," he said, but his voice was already fading away and Penny was finally falling asleep.

"If I talked to him first, you think he'd finally talk to me?" Penny muttered, eyes closing.

"Yeah, I think so," but Penny was already asleep.

Tony shook his head.

* * *

Penny woke up that morning groggily. Her night had felt horrible and she'd woken up feeling it. Having dragged herself up and reluctantly forcing herself through her morning routine, she'd unhurriedly gone to the kitchen, where she saw only Tony.

He was making breakfast and humming to some unfamiliar song. Then he looked up and saw her, and he smirked.

"Friday, play it!"

Penny narrowed her eyes at him, twitching at the song. At this point, she didn't know if she wanted to break Norman's heart…or break Tony's nose, with the way that guy was giggling inanely at her.

"You're worse than Deadpool," she grumbled and he held a hand to his heart.

"Ohhh, you wound me!"

The truth was, though, that this song was uncannily and uncomfortably too close to home. A bitter part of her really would want to break Norman's heart. She didn't really _want_ to hurt him, but it would be nice to know if she could; at this point, she didn't know where they stood and things felt unsteady with him, so knowing that she could hurt him somehow, that he still cared enough to be hurt because of her…

"Ugh, I feel and sound so depressing," Penny groaned, placing her chin on her hand as she watched Tony grumpily.

"My Magical Pancakes will perform magic on you."

Penny rolled her eyes, but smiled slightly. "Don't know, Metal Boy. I'm pretty infallible."

"'Scuse you. It's Metal _Man_."

This time, Penny giggled a bit and shook her head. "I think I'm going to patrol some more today, try to clear my head."

"Eat my Magical Pancakes first," Tony insisted, already shoving a plateful towards her.

Penny saluted, "Aye aye, Metal Man!"

"Shut it, Spider Brat!"

It wasn't long until Penny found herself swinging around New York, keeping an eye out. Briefly, she thought of dropping in on Norman and maybe finally talking to him, but she dismissed the idea immediately. He was probably still upset and didn't want to see her…

Without warning, she felt something hard, heavy, and _painful_ slam into her from behind. With a shriek, Penny was thrown clear away from where she'd been, only to find herself facing the Ultimate Goblin. Well hell. From one Goblin to the next, eh?

"Wrong Goblin," she gave him a finger wag. "I wanted to see the other Gobby!"

She moved quickly to evade the green fist that came her way as Ultimate Goblin roared.

"Geez, aren't you supposed to be with the other Sinister Six?" Penny muttered under her breath.

Ultimate Goblin roared again, fire slightly coming out of his nose. With speed that his counterpart never had, he rushed her and she nearly had her head taken off. A fireball thrown her way scorched her suit and a bit of her skin, and she cried out.

Okay! Ultimate Goblin got pretty vicious and aggressive, but this was actually kind of beyond him! What the hell?

She jumped up and flung web fluid out, intending to sling herself away from his position, when he was quick enough to grab her foot and then yank her away, following up by slamming her onto the floor. She gasped out, feeling a tremor of pain run through her body.

Before she could react and move away, his clawed hands were around her neck and he was choking her. She gasped for breath, blinking rapidly under her mask as she hit his arms futilely and tried to pry his hands away from her neck.

She couldn't breathe and was starting to feel lightheaded. But as she looked up into his eyes, she unexpectedly saw an odd kind of pained look and a tinge of longing. She blinked and her hands fell limply to the ground by her sides. For a moment, she saw an image of Norman superimposed over the Ultimate Goblin's face.

Then it was gone as something flew towards him and tackled him away.

It was an armor suit, but it wasn't the red and gold she'd thought she'd see.

Honestly, it was kind of a strange thought, seeing Norman against…well, Norman.

She finally passed out, pain still wracking through her body.

* * *

If Norman could toss himself off a building, he would. Just…right now, with these guys, was enough to make someone run screaming away.

"How did we go from love songs to depressing shit like this?" Flint tossed back a gulp of his beer.

"Is _Creep_ really that depressing?" Curt's self-deprecating smirk said it all though.

"Does it really match us? This isn't even Radiohead. Who is this?" Flint whined a bit, but Curt pointed to Norman.

"Creep," which made Norman's eye twitch. Then he pointed to himself and Flint. "Weirdoes."

"You're right," Flint nodded. "I think it's our theme song."

Norman stood up. "Speak for yourselves," he snapped at them. Because he refused to listen to those lyrics and think that. He _did_ belong there and with Penny. Yes, she was special, but he didn't want a perfect soul. Perfection was overrated. Maybe he wanted her to notice if he wasn't around, but he wasn't a weirdo or a creep! He didn't want to be special, not unless it meant for her. He just…

"I'm going out," he declared. "I'm going…to see if there are any idiot bad guys or something."

Flint waved him away, starting to brood to himself as he nursed his beer. Curt's own glass of whiskey was half gone, and Norman ignored the empty glass that was sitting in front of where he'd sat. He'd cleaned off that brandy long ago, and he was mostly sober now. Really, he was.

Fetching his suit, he soon shot off into the sky and then sort of flew around in a daze. He kind of lost track of time and was sobering up a little more than he had been, until he saw Penny in her Spidergirl suit. He hesitated, thinking to leave and pretend he never saw her and hope she hadn't seen him, when he saw a familiar figure attack her.

Seeing red, he tore after them. It did something to him, to his brain, to see the Ultimate Goblin – _a_ Goblin, even if not his Goblin –attack and try to hurt Penny. It infuriated him in a way that blinded him, because it reminded him all too much of his past, and it was a realization of a version of him (even if it wasn't really him) was coming after Penny and putting her in pain.

He was _tired_ of upsetting her and putting her in pain.

Pushing himself to the limit, he sped up as much as he could, seeing Penny on the ground and his counterpart choking her. Without stopping and feeling absolute fury in him, he ambushed the Ultimate Goblin.

Every internal map in him led to Penny. It was always about her and he was always coming after her and going to come after her. If every other version of him was a complete asshole to Penny, he was at least going to damn well make sure _he_ wasn't.

With rapid burst shots, he managed to push back the Ultimate Goblin enough that a warehouse wall crumpled over him and allowed Norman to fly back to Penny and pick her up. Without pausing, he went to hide somewhere so he could take stock of her injuries and recharge his suit.

Hiding in another warehouse, he cringed as he looked her over. Her right side was slightly burnt, as well as leaking some blood, while peeling her mask up to examine her neck revealed dark, ugly bruises already forming. He was still looking her over when he heard her groan and start to shift.

"Wh-what?"

"Don't move," he murmured. "You're really hurt and the Ultimate Goblin is still out there. I called for backup."

She groaned and made noises of pain and discomfort, but she seemed determined to sit up, so he helped carefully.

"You're here," she said, peeling off her mask slowly and staring at him with a mixed look of wariness and confusion, but also something like hope.

"I wasn't going to let you get hurt," he said awkwardly.

"I didn't think you still cared," she looked away.

"I never stopped," he admitted. She gave him a surprised look. "I got upset and angry at you, but I realized immediately after that that I didn't mean it or that I wanted to push you away. I just…I didn't know how to approach you again or talk to you, so I stayed away. This…this entire time, I was just worried and upset that I could never make it up to you, especially everything I did as the Goblin and even as myself, when I had no idea you were Spidergirl and it was the start of all this, creating Octavius as he is now, sending him after you, trying to get your DNA…I didn't know if you could just forgive all that. I don't even understand how you could stay around me after all that, when I didn't even have a clue who you were…"

She sighed tiredly and halfheartedly hit his armored arm. "Because I still cared about you," she muttered. "You do stupid things and say stupid stuff, but at the end of the day, you're still the Norman Osborn I care for."

He swallowed heavily. Even…even if he couldn't make her love him, this was better than nothing.

His stupid suit's speakers began playing a love song and Norman froze up. Penny stared at him.

"I believe your idiot friends have hacked my suit and are the cause of this," he said irritably.

"What? You guys don't like _I Can't Make You Love Me_? It's so sweet~" Tony's voice cooed through the speakers. "Enjoy Bon Iver!"

Penny buried her face in her hands. "I'm so sorry for them."

Norman waved her off. "They've been dogging me with these stupid love songs and heartbreak songs the entire time. I think I'm getting too used to them."

"I guess that's what Friday meant," he thought he heard her mutter.

"What's that?" he asked, but she shook her head.

She patted the spot next to her and he sat down, and the two of them sat next to each other as they leaned back against the wall.

"Let's just sit here and wait together," she said softly, sounding exhausted.

"Okay," he quietly agreed, feeling exhausted himself.

This had been a really long and draining ordeal. It was over for now, though he was sure they were still going to have to deal with some issues in the future. But for now, at least, they were on solid ground again, and they were back to being almost normal.

Her gloved hand threaded through his armored one.

"I won't make empty promises to you," he said solemnly, staring at their hands. "You've always been my good fortune and someone I've been lucky to have in my corner. So please continue to look to me and Harry for the safety and comfort you've always had." Because he still remembered what everyone said about how Penny had looked to _his_ home as a safe haven when she first started out and still had as she powered through this whole superhero business.

One day, he'd like her to feel safe in his arms, but for now he'd be the home that followed her around.

"When tomorrow comes, will you still be there?" Penny asked, sounding unsure and hesitant.

He squeezed her hand. "I won't leave again," he said firmly. And deciding to try to convey how much she meant to him, he cautiously continued to speak. "When…when I was sure I'd be in the dark for the rest of my life, when I met you, you became my flashlight," he idiotically remembered one of the love songs Curt and Flint had plagued him with. He almost smacked his forehead.

But she laughed lightly and turned her head towards him, smiling slightly.

"I'm glad."

And he felt settled and calm.

But he watched her closely and she started to blink quickly, and the tears started to pour. He hated that he'd made her cry.

"This," she hiccupped. "This is going to be the last time I cry over this, you hear me, Norman Osborn? When you were gone, somehow I felt lost and alone, even though everyone was there and tried to make me happy. So if you ever promise me anything and mean it, then promise me that if you really care for me, then you'll always try to talk to me and not hide away. I don't want us to end up like this again!"

And she burst into louder tears, hiding her face against her hands. He took a deep breath, bringing her to him and holding her as she cried against his neck.

"I wasn't whole without you either," he murmured. "Don't go away again, please."

If they ended up a crying, tired mess on the floor of that warehouse, passed out and exhausted from this entire, stupid thing, then at least they'd finally patched themselves up from the quiet war they'd sort of unwittingly waged on each other.

And if Tony and the other Avengers found them like that, and gave each other looks, then they had nothing to say if the two had finally made up. They brought the two back to the tower and let them sleep it off.

In the morning, the two can deal with this and make it a new day for everyone.

Started 3/8/17 – Completed 3/8/17

**Notes for the Chapter:**

> This took sooo long! Even though I've been waiting and wanting to do this one forever and had it all planned out. I blame it on my iPod and my head, because both insisted I had a playlist set for this chapter, and wouldn't let me write this until I went through my songs and picked out said songs and physically wrote them down so I could use them and write with them in order (takes deep breath). Geez.
> 
> Also…I didn't actually plan on Deadpool appearing, but he shoved himself in here, so here's an obligatory surprise Deadpool cameo. Hoped you guys enjoyed and pleeeease leave a review! Pretty please?


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